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

Rhea-AI Filing Summary

Medalist Diversified REIT, Inc. (MDRR)20,000 shares of common stock at $13.50 per share from director Marc Carlson under a stock purchase agreement. The same day, he exchanged 2,405 shares of common stock for 2,405 operating partnership units (OP Units) in Medalist Diversified Holdings, LP on a one-for-one basis under an exchange agreement. After these transactions, he directly owned 221,574 common shares and 1,106,200 OP Units, with each OP Unit redeemable after one year for cash or, at the company’s option, one share of common stock.

11/17/2025 - 06:02 PM

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)
11/14/2025

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	11/14/2025		P		20,000(1)	A	$13.5	223,979	D
Common Stock	11/14/2025		D		2,405(2)	D	(3)	221,574	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	(4)	11/14/2025		A		2,405		11/14/2026	(5)	Common Stock	2,405	(6)	1,106,200	D

Explanation of Responses:

1. Pursuant to a Stock Purchase Agreement dated November 14, 2025, Frank Kavanaugh purchased 20,000 shares of common stock for $13.50 per share from Marc Carlson, a member of the Board of Directors of Medalist Diversified REIT, Inc.

2. Represents shares exchanged under an Exchange Agreement dated November 14, 2025 (the "Exchange Agreement") pursuant to which Mr. Kavanaugh exchanged 2,405 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 2,405 units of limited partnership interest (the "OP Units") in the Company's operating partnership, Medalist Diversified Holdings, LP (the "Operating Partnership").

3. Represents shares exchanged subject to the Exchange Agreement pursuant to which Mr. Kavanaugh exchanged 2,405 shares of Common Stock, on a one-for-one basis for 2,405 OP Units.

4. 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.

5. No expiration date.

6. On November 14, 2025, the Reporting Person exchanged 2,405 shares of Common Stock for 2,405 OP Units.

	/s/ Frank Kavanaugh	11/17/2025
	** 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 insider transaction did MDRR's Frank Kavanaugh report on this Form 4?

Frank Kavanaugh reported buying 20,000 shares of Medalist Diversified REIT, Inc. common stock on November 14, 2025 from director Marc Carlson at $13.50 per share under a stock purchase agreement.

Did Frank Kavanaugh exchange any MDRR common shares for operating partnership units?

Yes. On November 14, 2025, he exchanged 2,405 shares of common stock on a one-for-one basis for 2,405 operating partnership units (OP Units) in Medalist Diversified Holdings, LP under an exchange agreement.

How many MDRR common shares does Frank Kavanaugh own after the reported transactions?

Following the reported transactions, Frank Kavanaugh beneficially owned 221,574 shares of Medalist Diversified REIT, Inc. common stock directly.

How many operating partnership units does Frank Kavanaugh hold after the MDRR transactions?

After the transactions, he beneficially owned 1,106,200 operating partnership units (OP Units) in Medalist Diversified Holdings, LP.

What can MDRR operating partnership units be converted into and on what basis?

The OP Units are redeemable for cash or, at the company’s option, shares of common stock of Medalist Diversified REIT, Inc. on a one-for-one basis after a holding period of one year.

What roles does Frank Kavanaugh hold at Medalist Diversified REIT, Inc. (MDRR)?

Frank Kavanaugh is a Director, 10% owner, and serves as Chairman, CEO & President of Medalist Diversified REIT, Inc.

Was this MDRR Form 4 filed by more than one reporting person?

No. The filing indicates it was filed by one reporting person, Frank Kavanaugh.