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

Rhea-AI Filing Summary

Marc Carlson, a director of Medalist Diversified REIT, Inc. (MDRR), reported a sale of 80,000 shares of the company's common stock on 08/29/2025 at a price of $12.50 per share under a Stock Purchase Agreement dated the same day. The filing shows that after the reported disposition Carlson beneficially owned 21,039 shares. The purchaser is identified as Frank Kavanaugh, the Chairman, CEO and President of the company. The Form 4 was signed by Marc Carlson on 09/03/2025 and discloses the transaction as a direct sale of non-derivative common stock.

Positive

• Full disclosure of transaction details: transaction date, price ($12.50), number of shares (80,000) and purchaser identified
• Post-transaction holdings reported: Carlson's remaining beneficial ownership of 21,039 shares is stated

Negative

• Significant reduction in director's stake: sale of 80,000 shares materially reduces Carlson's reported holdings
• Related-party counterparty: purchaser is Frank Kavanaugh, the company's Chairman, CEO and President (possible governance consideration)

Insights

Corporate Governance Expert

TL;DR: A director sold a large block of shares to the company CEO, materially reducing his holdings.

The filing transparently discloses a direct sale of 80,000 common shares by director Marc Carlson at $12.50 per share to Frank Kavanaugh, the Chairman, CEO and President. This is a straightforward insider disposition reported on a Form 4 and signed by the reporting person. From a governance standpoint, the key facts are clear: party identities, transaction date, sale price and the post-transaction share count of 21,039. The disclosure allows shareholders and compliance officers to assess potential related-party implications using only the provided facts.

Securities Analyst

TL;DR: Large insider sale reduces director's stake; transaction details and counterparty are fully disclosed.

The Form 4 reports a non-derivative sale of 80,000 shares on 08/29/2025 at $12.50 each, leaving Marc Carlson with 21,039 shares beneficially owned. The purchaser is identified as company executive Frank Kavanaugh. For market-impact analysis, the filing supplies the primary metrics required: number of shares, price per share, buyer identity and post-transaction holdings. No additional financial metrics or context are provided within this document.

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
Estimated average burden
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^*

Carlson Marc

(Last) (First) (Middle)

MEDALIST DIVERSIFIED REIT, INC.

P. O. 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		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	08/29/2025		S		80,000(1)	D	$12.5	21,039	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

Explanation of Responses:

1. Pursuant to a Stock Purchase Agreement dated August 29, 2025, Marc Carlson sold 80,000 shares of common stock for $12.50 per share to Frank Kavanaugh, the Chairman, CEO and President of Medalist Diversified REIT, Inc.

	/s/ Marc Carlson	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 transaction did Marc Carlson report on the Form 4 for MDRR?

He reported a sale of 80,000 common shares on 08/29/2025 at $12.50 per share under a Stock Purchase Agreement.

Who bought the shares sold by Marc Carlson?

The buyer is identified as Frank Kavanaugh, the Chairman, CEO and President of Medalist Diversified REIT, Inc.

How many shares does Marc Carlson own after the reported transaction?

The Form 4 shows Carlson beneficially owned 21,039 shares following the sale.

When was the Form 4 signed and filed by the reporting person?

The document bears the reporting person's signature dated 09/03/2025.

What type of security was involved in the transaction?

The transaction involved non-derivative common stock of Medalist Diversified REIT, Inc.

Under what agreement was the sale executed?

The sale was executed pursuant to a Stock Purchase Agreement dated August 29, 2025.