[Form 4] Medalist Diversified REIT, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Frank Kavanaugh, who serves as Chairman, CEO & President and is a director and greater-than-10% owner of Medalist Diversified REIT, Inc. (MDRR), exchanged 240,004 shares of Common Stock for 240,004 operating partnership units (OP Units) under an Exchange Agreement dated 08/08/2025.

The OP Units received are redeemable one-for-one for cash or, at the company's option, for shares of Common Stock after a one-year holding period, and carry no expiration date. The Form 4 reports this one-for-one conversion and the resulting OP Units balance, documenting a change in the form of the reporting person's ownership rather than an outright divestiture of economic interest.

Positive

• Preserved economic exposure: 240,004 Common Stock were exchanged one-for-one for 240,004 OP Units, maintaining equivalent underlying interest as disclosed.
• Redemption flexibility: OP Units are redeemable one-for-one for cash or, at the company's option, Common Stock after a one-year holding period, providing a defined conversion/liquidity mechanism.

Negative

• None.

Insights

Securities Analyst

TL;DR: Kavanaugh swapped 240,004 common shares for 240,004 OP Units with a one-year redemption feature, preserving one-for-one conversion rights.

The filing shows a bilateral Exchange Agreement executed on 08/08/2025 under which 240,004 shares of Common Stock were exchanged for an equal number of OP Units. The OP Units are explicitly described as redeemable one-for-one for cash or, at the company's option, shares of Common Stock after a one-year holding period, and the disclosure states there is no expiration date. The structure preserves parity between the exchanged shares and the OP Units and documents the form of beneficial ownership following the transaction.

Corporate Governance Expert

TL;DR: Insider converted common equity to partnership units while retaining an explicit one-for-one redemption path after one year.

The report identifies Frank Kavanaugh as Chairman, CEO & President, a director and a >10% owner, and records an Exchange Agreement effecting a one-for-one swap of 240,004 Common Stock shares for 240,004 OP Units. The OP Units are redeemable for cash or Common Stock at the company's option following a one-year holding period and the disclosure notes no expiration date. This filing documents a change in title of the securities held by a principal insider and specifies the contractual redemption mechanism.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KAVANAUGH FRANK

(Last) (First) (Middle)

MEDALIST DIVERSIFIED REIT, INC.

POST OFFICE BOX 8436

(Street)

RICHMOND VA 23226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Medalist Diversified REIT, Inc. [ MDRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN, CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		D		240,004(1)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Operating Partnership Units	(3)	08/08/2025		A		240,004(4)		08/08/2026	(5)	Common Stock	240,004	(6)	1,103,795	D

Explanation of Responses:

1. Represents shares exchanged under an Exchange Agreement dated August 8, 2025 (the "Exchange Agreement") pursuant to which Mr. Kavanaugh exchanged 240,004 shares of common stock, par value $0.01 per share (the "Common Stock") of Medalist Diversified REIT, Inc. (the "Company"), on a one-for-one basis for 240,004 units of limited partnership interest (the "OP Units") in the Company's operating partnership, Medalist Diversified Holdings, LP (the "Operating Partnership").

2. Represents shares exchanged subject to the Exchange Agreement pursuant to which Mr. Kavanaugh exchanged 240,004 shares of Common Stock, on a one-for-one basis for 240,004 OP Units.

3. OP Units are redeemable for cash or, at the Company's option, shares of Common Stock, on a one-for-one basis after a holding period of one-year from the date of the Exchange Agreement.

4. Represents OP Units received subject to the Exchange Agreement pursuant to which Mr. Kavanaugh exchanged 240,004 shares of Common Stock on a one-for-one basis for 240,004 OP Units.

5. No expiration date.

6. On August 8, 2025, the Reporting Person exchanged 240,004 shares of Common Stock for 240,004 OP Units.

	/s/ Frank Kavanaugh	08/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction did Frank Kavanaugh report on Form 4 for MDRR?

The Form 4 reports that Frank Kavanaugh exchanged 240,004 shares of Common Stock for 240,004 operating partnership units (OP Units) under an Exchange Agreement dated 08/08/2025.

How many shares were exchanged in the MDRR Form 4 filing?

The filing states 240,004 shares of Common Stock were exchanged for 240,004 OP Units.

Are the OP Units convertible or redeemable according to the filing?

Yes. The OP Units are redeemable one-for-one for cash or, at the company's option, shares of Common Stock after a one-year holding period.

What roles does the reporting person hold at Medalist Diversified REIT (MDRR)?

The Form 4 identifies the reporting person as Chairman, CEO & President, a Director, and a 10% Owner of the issuer.

Does the filing state an expiration date for the OP Units?

The filing explicitly states there is no expiration date for the OP Units.