Welcome to our dedicated page for Medalist Diversified SEC filings (Ticker: MDRR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Medalist Diversified, Inc. filings document material events for a public real estate company and DST sponsor, including Regulation FD press releases, property dispositions, contributions to Delaware Statutory Trust structures and related material agreements.
8-K disclosures also cover credit agreement amendments, operating partnership arrangements, OP unit exchanges, board changes, common stock dividend declarations and exhibits tied to acquisitions, sales and sponsor platform announcements. The filings reflect the company's transition from the Medalist Diversified REIT name and its use of subsidiaries, an operating partnership and DST vehicles in real estate transactions.
Medalist Diversified, Inc. files an amended annual report that solely replaces Part III of its Form 10-K for the year ended December 31, 2025, focusing on governance, compensation, ownership and auditor matters.
The company details a five‑member board with four independent directors and standard audit, compensation, nominating and acquisition committees. CEO Francis P. Kavanaugh received total 2025 compensation of $274,040, including equity awards and $75,000 cash, while CFO C. Brent Winn earned $274,067.
The filing discloses that Kavanaugh beneficially owns 846,177 common shares and OP Units, representing 52.0% of common stock, indicating significant insider control. It also describes related‑party property acquisitions using OP Units and a staffing agreement through Gunston Consulting, as well as auditor fees of $374,052 for 2025.
Medalist Diversified, Inc. Chairman, CEO & President Frank Kavanaugh converted 200,000 Operating Partnership Units into 200,000 shares of common stock on April 16, 2026. The company elected to issue common stock under common unit redemption rights, and the filing states no sale or monetization of securities occurred. Following the conversion, Kavanaugh directly holds 846,177 shares of common stock.
Medalist Diversified, Inc. closed the sale of the Shops at Franklin Square retail property in Gastonia, North Carolina for $24,100,000. The company used $12,954,175 of the proceeds to defease and retire the mortgage loan secured by this property.
Pro forma for recent asset sales, total assets are shown at $65,467,891 and mortgages payable at $19,709,183 as of December 31, 2025. The unaudited pro forma statement of operations for 2025 reflects a net loss of $3,772,525 and a basic and diluted loss per share of $2.70, compared with historical figures of $1,935,773 and $1.90 per share.
The Board authorized and the company declared a quarterly cash dividend of $0.0675 per common share, payable on April 21, 2026 to shareholders of record as of April 15, 2026.
Medalist Diversified, Inc. director and CEO Frank Kavanaugh reported an open-market-style purchase of common stock. On March 13, 2026, he bought 40,000 shares at $15.00 per share under a Stock Purchase Agreement with the Kramerica Trust Dated July 24, 2015. Following this transaction, he directly owns 646,177 shares of Medalist Diversified common stock.
Medalist Diversified, Inc. received an updated Schedule 13D/A (Amendment No. 10) from President and CEO Francis P. Kavanaugh, detailing his beneficial ownership and recent share activity. Kavanaugh now has voting and dispositive power over 1,369,991 shares of common stock, representing 68.6% of the company’s 1,997,111 shares outstanding as of March 13, 2026, including certain OP Units that are redeemable or convertible into common stock. Recent changes in his position include open-market purchases of 2,582 shares on December 12, 2025, a grant of 4,000 shares under the 2018 Equity Incentive Plan on January 28, 2026, and the purchase of 40,000 shares on March 13, 2026 from the Kramerica Trust under a stock purchase agreement.
Medalist Diversified REIT, Inc., through its subsidiary MDR Ashley Plaza, LLC, entered into a Purchase and Sale Agreement to sell the 156,012 square foot Ashley Plaza retail property in Goldsboro, North Carolina to HPX Goldsboro Ashley Center LLC. The agreed consideration for the property is $16,600,000, subject to prorations and adjustments described in the agreement, and is payable by the purchaser to the seller at closing.
The purchaser must provide earnest money deposits of $150,000 within two business days of the March 5, 2026 effective date and an additional $150,000 within three business days after the end of the due diligence period. Closing is expected within 90 days, but it remains subject to customary conditions, and there is no assurance the transaction will be completed on these terms or at all.
Medalist Diversified REIT, Inc. chief financial officer Charles Brent Winn Jr. reported buying a total of 1,188 shares of common stock in open-market purchases. The trades on March 5 and 6 were executed at prices between $11.40 and $11.60 per share and increased his directly held stake to 60,390 common shares.
Medalist Diversified, Inc. is pivoting away from a traditional equity REIT model toward a capital-allocation and Delaware Statutory Trust (DST) sponsorship platform. Effective January 1, 2026, it revoked its REIT election and will be taxed as a C‑corporation, and on March 2, 2026 it changed its name from Medalist Diversified REIT, Inc.
As of December 31, 2025, the company owned ten income‑producing properties across retail, flex/industrial and single‑tenant net lease segments, and had launched a DST Program, starting with a Tesla sales, service and delivery facility in Pensacola, Florida contributed to MDRR XXV DST 1. Medalist aims to grow fee income and assets under management by structuring DST offerings, while continuing to monetize legacy properties and explore strategic alternatives to maximize stockholder value.
The company may also invest opportunistically in non‑real estate assets, including crypto assets; as of December 31, 2025 it held 3.36 bitcoin. Key risks highlighted include execution of its strategic transition, increased income tax obligations after REIT revocation, competition for DST investors and real estate acquisitions, reliance on leverage and mortgage covenants, potential limits on using NOL and capital loss carryforwards, environmental liabilities, tenant credit risk, and the illiquidity and volatility inherent in both real estate and selected securities and bitcoin holdings.
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.
Medalist Diversified REIT, Inc. is exiting REIT status, repositioning its balance sheet, and reshaping its portfolio and strategy. The board authorized termination of the company’s REIT election effective January 1, 2026, removing prior share ownership limits, and the company will operate as a standard C‑corporation.
On February 13, 2026, Medalist sold the Greenbrier Business Center property in Chesapeake, Virginia for $11,000,000, using $7,000,000 of proceeds to repay existing debt. This sale follows earlier 2025 dispositions of the Salisbury Marketplace, Buffalo Wild Wings, and United Rentals properties, with unaudited pro forma financials showing the combined impact on assets, liabilities, revenue, and earnings.
The company reports it now has no indebtedness at the corporate level, with remaining obligations at the property level and limited guaranties it aims to reduce. Management estimates more than $40 million of net asset value in real estate and liquid investments, a significant portion expected to be liquid or readily deployable.
Reflecting the broader strategic shift, the company is changing its name to Medalist Diversified, Inc. effective March 2, 2026, while keeping its Nasdaq listing and ticker MDRR. The updated framework emphasizes growing a Delaware Statutory Trust sponsorship platform, investing excess liquidity in treasuries and investment‑grade securities, and preserving balance sheet capacity to pursue potential strategic acquisitions.