Medalist Diversified REIT (MDRR) directors Kramer and Finley to step down

Rhea-AI Filing Summary

Medalist Diversified REIT, Inc. reported that two members of its Board of Directors, Kory Kramer and A. Lee Finley, have decided to resign from the Board effective January 9, 2026. Along with leaving the Board, they will no longer serve on the Nominating and Corporate Governance Committee or the Acquisition Committee. The company states that their resignations did not result from any disagreement regarding operations, policies, or practices. Following these departures, the Board expects to reduce its size to five directors, reflecting a smaller governance group overseeing the REIT.

Insights

Corporate governance analyst

Two directors resign, board to shrink to five members; no stated disputes.

Medalist Diversified REIT, Inc. disclosed that directors Kory Kramer and A. Lee Finley will resign effective January 9, 2026. Their roles on the Nominating and Corporate Governance Committee and the Acquisition Committee will also end, which modestly reshapes how board oversight and investment decisions are handled.

The company explicitly notes that the resignations did not stem from disagreements over operations, policies, or practices. The Board plans to reduce its size to five directors, concentrating decision-making among fewer members. The filing does not describe any replacement process or changes to strategy, so the main effect is structural: a smaller board and reconfigured committee participation.

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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): January 7, 2026 (January 5, 2026)

Medalist Diversified REIT, 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.)

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P.O. Box 8436

Richmond, VA, 23226

(Address of principal executive offices)

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(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)

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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))

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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 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

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On January 5, 2026, Kory Kramer and A. Lee Finley each notified Medalist Diversified REIT, Inc. (the “Company”) of their decision to resign from the Board of Directors (the "Board") of the Company effective January 9, 2026.  In connection with their resignations, Mr. Kramer and Mr. Finley will no longer serve as members of the Nominating and Corporate Governance Committee and Acquisition Committee of the Board. Mr. Kramer’s and Mr. Finley’s resignations did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Board anticipates that it will reduce the size of the Board to five directors as a result of Mr. Kramer’s and Mr. Finley’s resignations.

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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: January 7, 2026	By:	/s/ C. Brent Winn, Jr.
		C. Brent Winn, Jr.
		Chief Financial Officer

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FAQ

What board changes did Medalist Diversified REIT (MDRR) disclose in this 8-K?

The company reported that directors Kory Kramer and A. Lee Finley decided to resign from the Board of Directors effective January 9, 2026, and the Board anticipates reducing its size to five directors as a result.

Did the resignations of the MDRR directors involve any disagreement with the company?

No. Medalist Diversified REIT, Inc. states that Mr. Kramer’s and Mr. Finley’s resignations did not result from any disagreement with the company on matters related to operations, policies, or practices.

Which board committees are affected by the MDRR director resignations?

With their resignations, Kory Kramer and A. Lee Finley will no longer serve on the company’s Nominating and Corporate Governance Committee and Acquisition Committee.

How large will the Medalist Diversified REIT (MDRR) board be after these resignations?

The Board of Medalist Diversified REIT, Inc. anticipates that it will reduce its size to five directors following the resignations of Mr. Kramer and Mr. Finley.

When are the MDRR board resignations effective?

The resignations of Kory Kramer and A. Lee Finley from the Board of Medalist Diversified REIT, Inc. are effective on January 9, 2026.

Who signed the Medialist Diversified REIT (MDRR) 8-K reporting the director resignations?

The report was signed on behalf of Medalist Diversified REIT, Inc. by C. Brent Winn, Jr., who is the company’s Chief Financial Officer.