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

Rhea-AI Filing Summary

Kory J. Kramer, a director of Medalist Diversified REIT, Inc. (MDRR), reported the sale of 60,000 shares of the issuer's common stock on 08/29/2025 at $12.50 per share pursuant to a Stock Purchase Agreement. The shares sold were owned by the Kramerica Trust, dated July 24, 2015, of which Mr. Kramer is the sole trustee, and following the sale the trust beneficially owned 41,039 shares. The Form 4 was signed by Mr. Kramer on 09/03/2025 and identifies the transaction code as a sale by the reporting person. No derivative transactions or other securities classes are reported in this filing.

Positive

• Clear disclosure of transaction date, price, amount sold, and resulting beneficial ownership
• Trust relationship explained: reporting person is sole trustee of the Kramerica Trust, clarifying indirect ownership

Negative

• No stated reason for the sale is provided in the filing
• Materiality unclear relative to total company outstanding shares since issued share count is not provided

Insights

Securities Analyst

Insider sale by a director; size and trustee relationship are the key facts.

The filing documents a straightforward sale of 60,000 common shares at $12.50 each by the Kramerica Trust, with Kory Kramer as sole trustee. The transaction reduces the trust's beneficial stake to 41,039 shares. For investors, this is a routine insider disposition disclosed under Section 16; the filing does not state a change in board role or any related-party compensation. The sale price and post-transaction holdings are explicitly stated, but no rationale or broader corporate actions are included.

Corporate Governance Expert

Disclosure meets Form 4 requirements; trustee status clarifies indirect ownership.

The report clarifies that the shares were held indirectly by a trust of which the reporting person is sole trustee, and that the trust executed a stock purchase agreement to sell 60,000 shares. The filing contains required details: transaction date, price, amount sold, and resulting beneficial ownership. There is no indication of additional securities, amendments, or Section 16 termination. This is a routine governance disclosure without material governance events.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Kramer Kory J.

(Last) (First) (Middle)

1400 NEWPORT CENTER DRIVE

SUITE 230

(Street)

NEWPORT BEACH CA 92660

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		S		60,000(1)	D	$12.5	41,039	I	By Kramerica Trust, Dated July 24, 2015(2)

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

Explanation of Responses:

1. Pursuant to a Stock Purchase Agreement dated August 29, 2025, the Kramerica Trust, Dated July 24, 2015 (the "Trust") sold 60,000 shares of common stock for $12.50 per share to Frank Kavanaugh, the Chairman, CEO and President of Medalist Diversified REIT, Inc.

2. The shares are held by the Trust, of which the Reporting Person is the sole trustee.

	/s/ Kory Kramer	09/03/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kory J. Kramer report on Form 4 for MDRR?

The Form 4 reports that 60,000 shares of Medalist Diversified REIT, Inc. common stock were sold on 08/29/2025 at $12.50 per share.

How many MDRR shares does the Kramerica Trust own after the sale?

Following the reported transaction, the Kramerica Trust beneficially owned 41,039 shares of MDRR common stock.

What is the relationship between the reporting person and the shares sold?

The shares were held by the Kramerica Trust, dated July 24, 2015, of which Kory J. Kramer is the sole trustee.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed by Kory Kramer on 09/03/2025.

Was the transaction a purchase or sale and what transaction code was used?

The filing records a sale of shares on 08/29/2025 and uses transaction code S.