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

Rhea-AI Filing Summary

Frank Kavanaugh, Chairman, CEO & President of Medalist Diversified REIT, Inc. (MDRR), reported two open-market purchases on 08/29/2025. He acquired 80,000 shares for $12.50 each from director Marc Carlson and 60,000 shares for $12.50 each from director Kory Kramer, for a total of 140,000 shares bought under Stock Purchase Agreements. After these transactions his reported beneficial ownership rose to 198,020 shares. The purchases were reported on a Form 4 and recorded with transaction code P, indicating purchases pursuant to a written plan or similar agreement.

Positive

• Insider accumulation: Frank Kavanaugh purchased a total of 140,000 shares, increasing his beneficial ownership to 198,020 shares.
• Price disclosed: All shares were purchased at a stated price of $12.50 per share, providing clear transaction pricing.
• Seller transparency: Shares were purchased directly from two board members (Marc Carlson and Kory Kramer), with transactions documented by Stock Purchase Agreements.

Negative

• None.

Insights

Securities Analyst

Insider purchases of 140,000 shares at $12.50 signal meaningful insider accumulation.

From a market perspective, a senior executive and >10% owner increasing stake by 140,000 shares is a concrete alignment of management and shareholder interests. The purchases were from two fellow directors under documented Stock Purchase Agreements, and the post-transaction beneficial ownership of 198,020 shares is material relative to prior holdings disclosed on the Form 4. This transaction uses transaction code P, which typically denotes plan-based or pre-arranged purchases.

Corporate Governance Expert

Board-level share transfers to the CEO consolidate insider ownership but require disclosure review.

The transfers originated with two directors selling directly to the CEO under Stock Purchase Agreements, which is a straightforward related-party transaction requiring transparent disclosure. The Form 4 provides the core details: amounts, price, and counterparties. There is no indication in the filing of preferential consideration beyond the stated $12.50 per share, but investors should note this was a negotiated director-to-director sale rather than an open market purchase.

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^*

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)
08/29/2025

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		P		80,000(1)	A	$12.5	138,020	D
Common Stock	08/29/2025		P		60,000(2)	A	$12.5	198,020	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, Frank Kavanaugh purchased 80,000 shares of common stock for $12.50 per share from Marc Carlson, a member of the Board of Directors of Medalist Diversified REIT, Inc.

2. Pursuant to a Stock Purchase Agreement dated August 29, 2025, Frank Kavanaugh purchased 60,000 shares of common stock for $12.50 per share from Kory Kramer, a member of the Board of Directors of Medalist Diversified REIT, Inc.

	/s/ Frank Kavanaugh	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 shares did Frank Kavanaugh buy in the MDRR Form 4?

He purchased 140,000 shares of common stock (80,000 from Marc Carlson and 60,000 from Kory Kramer) at $12.50 per share.

When were the MDRR transactions executed?

The reported transactions were executed on 08/29/2025 as stated on the Form 4.

What is Frank Kavanaugh's role at Medalist Diversified REIT (MDRR)?

The Form 4 lists Frank Kavanaugh as Chairman, CEO & President, a Director, and a 10% owner.

How many shares does Kavanaugh beneficially own after the purchases?

Following the reported transactions his beneficial ownership is 198,020 shares.

What does transaction code 'P' indicate on the Form 4?

The Form 4 shows transaction code P, which in this filing denotes purchases pursuant to a written plan or Stock Purchase Agreement as explained in the filing.