Form 4: KAVANAUGH FRANK reports acquisition/exercise transactions in MDRR

Rhea-AI Filing Summary

KAVANAUGH FRANK reported acquisition or exercise transactions in a Form 4 filing for MDRR. The filing lists transactions totaling 600,000 shares at a weighted average price of $12.40 per share. Following the reported transactions, holdings were 946,200 shares.

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)
02/12/2026

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	02/12/2026		C(1)		300,000	A	$12.4	606,177	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	(2)	02/12/2026		C(1)			160,000	10/12/2025	(3)	Common Stock	160,000	(2)	946,200	D
Operating Partnership Units	(2)	02/12/2026		C(1)			140,000	02/21/2025	(3)	Common Stock	140,000	(2)	806,200	D

Explanation of Responses:

1. Pursuant to a notice of exercise of common unit redemption rights, Mr. Kavanaugh tendered 300,000 operating partnership units for redemption on February 12, 2026. The Company elected to issue common stock for the redemption of the operating partnership units. This transaction represents solely a redemption of operating partnership units for common stock. No sale or monetization of securities has occurred.

2. Operating partnership units in the Issuer's operating partnership, Medalist Diversified Holdings, LP, are redeemable for cash or, at the operating partnership's option, shares of the Company's common stock on a one-for-one basis.

3. No expiration date.

	/s/ Frank Kavanaugh	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did MDRR report for Frank Kavanaugh?

Medalist Diversified REIT, Inc. reported that Frank Kavanaugh acquired 300,000 common shares via conversion of operating partnership units on February 12, 2026. The company elected to deliver stock instead of cash, treating it as a redemption rather than a market sale.

Did the MDRR Form 4 show an insider sale of shares?

No, the Form 4 describes a redemption of operating partnership units for common stock, not an open-market sale. The footnote explicitly states that no sale or monetization of securities occurred, emphasizing this was a conversion-based acquisition of shares.

At what price were the MDRR shares recorded in the Form 4 transaction?

The 300,000 Medalist Diversified REIT, Inc. common shares were recorded at a price of $12.4 per share. This reflects the value used in the Form 4 table for the conversion, even though the transaction is characterized as a redemption rather than a purchase.

How many MDRR common shares did Frank Kavanaugh own after the transaction?

After the reported conversion, Frank Kavanaugh beneficially owned 606,177 shares of Medalist Diversified REIT, Inc. common stock directly. This post-transaction figure is listed in the Form 4 under the non-derivative securities table as his beneficial ownership amount.

What derivative securities were involved in the MDRR insider conversion?

The transaction involved operating partnership units in Medalist Diversified Holdings, LP. These units are redeemable for cash or, at the partnership’s option, Medalist Diversified REIT, Inc. common stock on a one-for-one basis, and 300,000 units were redeemed for 300,000 shares.

Who is the insider in the MDRR Form 4 and what is his role?

The insider is Frank Kavanaugh, who is a director, 10% owner, and serves as Chairman, CEO and President of Medalist Diversified REIT, Inc. His roles are listed in the Form 4’s reporting person relationship section.