Medalist Diversified REIT to sell Ashley Plaza for $16.6M

Medalist Diversified REIT, Inc., through its subsidiary MDR Ashley Plaza, LLC, entered into a Purchase and Sale Agreement to sell the 156,012 square foot Ashley Plaza retail property in Goldsboro, North Carolina to HPX Goldsboro Ashley Center LLC.

Rhea-AI Filing Summary

Medalist Diversified REIT, Inc., through its subsidiary MDR Ashley Plaza, LLC, entered into a Purchase and Sale Agreement to sell the 156,012 square foot Ashley Plaza retail property in Goldsboro, North Carolina to HPX Goldsboro Ashley Center LLC. The agreed consideration for the property is $16,600,000, subject to prorations and adjustments described in the agreement, and is payable by the purchaser to the seller at closing.

The purchaser must provide earnest money deposits of $150,000 within two business days of the March 5, 2026 effective date and an additional $150,000 within three business days after the end of the due diligence period. Closing is expected within 90 days, but it remains subject to customary conditions, and there is no assurance the transaction will be completed on these terms or at all.

Insights

Real estate and REIT transactions analyst

Medalist Diversified REIT agrees to sell a shopping center for $16,600,000, with closing subject to customary conditions.

The company’s subsidiary agreed to transfer the 156,012 square foot Ashley Plaza retail property in Goldsboro, North Carolina to HPX Goldsboro Ashley Center LLC for $16,600,000. Consideration is subject to prorations and adjustments, which is standard for commercial real estate deals.

The purchaser must post two earnest money deposits of $150,000 each, one shortly after the March 5, 2026 effective date and one after the due diligence period. The transaction is expected to close within 90 days, but multiple closing conditions and an explicit no-assurance statement mean completion and timing ultimately depend on those conditions being met.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What transaction did Medalist Diversified REIT (MDRR) announce regarding Ashley Plaza?

Medalist Diversified REIT, through subsidiary MDR Ashley Plaza, LLC, agreed to sell the Ashley Plaza retail property in Goldsboro, North Carolina to HPX Goldsboro Ashley Center LLC. The agreement is documented in a Purchase and Sale Agreement dated March 5, 2026, with closing expected within 90 days.

What is the sale price for Ashley Plaza in the MDRR agreement?

The agreed consideration for Ashley Plaza is $16,600,000, subject to prorations and adjustments detailed in the Purchase and Sale Agreement. This amount is payable by the purchaser to the seller at closing, reflecting the negotiated value for the 156,012 square foot retail property.

How large is the Ashley Plaza property being sold by MDRR’s subsidiary?

Ashley Plaza is described as a 156,012 square foot retail property located at 201–221 North Berkeley Boulevard in Goldsboro, North Carolina. This size figure helps indicate the scale of the shopping center involved in the transaction with HPX Goldsboro Ashley Center LLC.

What earnest money deposits are required in the MDRR Ashley Plaza sale?

The purchaser must pay an initial $150,000 earnest money deposit within two business days of the March 5, 2026 effective date, and a second $150,000 deposit within three business days after the due diligence period ends. These deposits help secure the buyer’s commitment before closing.

When is the Ashley Plaza sale involving MDRR expected to close?

The acquisition is expected to close within 90 days of the March 5, 2026 effective date. However, the agreement notes that several closing conditions must still be satisfied, and it explicitly states there can be no assurance the purchaser will complete the transaction as described.

What type of provisions does the MDRR Ashley Plaza Purchase and Sale Agreement include?

The Purchase and Sale Agreement includes representations, warranties, covenants, conditions, and indemnities that are described as customary and standard for commercial real estate sales. These provisions define each party’s obligations, allocate risks, and outline steps needed to complete the Ashley Plaza transaction.

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

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Accepted by SEC EDGAR 03/06/2026 - 04:30 PM EST Learn about SEC filing dates

0001654595Medalist Diversified REIT, Inc.false00016545952026-03-052026-03-05

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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): March 6, 2026 (March 5, 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)

Medalist Diversified REIT, Inc.

(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)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ 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

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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. ¨

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ITEM 1.01 Entry Into a Material Definitive Agreement.

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On March 5, 2026, (the “Effective Date”), MDR Ashley Plaza, LLC, a Delaware limited liability company (the “Seller”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”), with HPX Goldsboro Ashley Center LLC, a Delaware limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire (the “Acquisition”) a 156,012 square foot retail property located at 201–221 North Berkeley Boulevard in Goldsboro, North Carolina (the “Ashley Plaza Property”). The total consideration for the Ashley Plaza Property is $16,600,000 (the “Consideration”), subject to the prorations and adjustments described in the Purchase and Sale Agreement. The Consideration is to be paid by the Purchaser to the Seller at the Closing (as that term is defined in the Purchase and Sale Agreement). The Purchaser is required to make an earnest money deposit of (i) $150,000 within two business days of the Effective Date and (ii) $150,000 within three business days after the end of the Due Diligence Period (as defined in the Purchase and Sale Agreement).

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The Purchase and Sale Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. The Acquisition is expected to close within 90 days. Several conditions to closing on the Acquisition remain to be satisfied, and there can be no assurance that the Purchaser will complete the transaction on the general terms described above or at all.

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The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the Purchase and Sale 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.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No.	​	Description
10.1	​	Purchase and Sale Agreement, dated as of March 5, 2026, by and among MDR Ashley Plaza, LLC and  HPX Goldsboro Ashley Center LLC
104	​	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

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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 REIT, INC.
Dated: March 6, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

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Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 745.5 KB

Other Documents

• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 2.8 KB
• EX-101 EX-101.LAB 16.2 KB
• EX-101 EX-101.PRE 9.6 KB