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. reported a sharp turnaround for the quarter ended March 31, 2026, driven mainly by property sales. Net income was $14.1M versus a prior-year loss, with a $12.9M gain on disposal of investment properties and a $2.1M income tax benefit.
Recurring investment property revenues slipped to $2.16M from $2.32M, and operating cash flow was negative $0.5M. The company reduced mortgages payable, net, to $19.2M from $32.8M and increased cash and cash equivalents to $8.6M. Shares outstanding rose to 1,428,500, and dividends were $0.07 per share.
Effective January 1, 2026, Medalist revoked its REIT status and is now taxed as a regular corporation. Its strategy is shifting toward scaling a Delaware statutory trust program, selectively selling legacy properties to fund DST offerings, and adding digital and other non-real-estate investments.
Medalist Diversified, Inc. is launching a Delaware Statutory Trust (DST) sponsor platform through its wholly owned subsidiary, MDRR Sponsor TRS, LLC, targeting accredited 1031 exchange investors and their advisors. The platform emphasizes SEC-reporting transparency, independent board governance, and third-party due diligence on each offering.
The inaugural DST, MDRR XXV DST 1, holds a single-tenant, net-leased Tesla sales, service and delivery facility in Pensacola, Florida, a 45,461-square-foot property with service bays, Supercharger stations, and extensive parking. The offering uses approximately 47% loan-to-value fixed-rate financing, described as consistent with institutional underwriting standards.
Medalist focuses its DST strategy on commercial real estate leased to institutional tenants in the Southeast, mountain states, and California, with an approach centered on credit quality, long-term leases, and conservative leverage. The company reports having no corporate-level debt and an estimated $40 million in sponsor-level net asset value.
Medalist Diversified, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on June 16, 2026. Stockholders of record as of April 10, 2026 may vote on: (1) election of two Class III directors, (2) advisory approval of executive compensation, (3) ratification of Cherry Bekaert LLP as auditors, and (4) a proposed Charter Amendment to limit transfers that could trigger an Ownership Change and jeopardize available net operating losses (NOLs/NCLs). The Board unanimously recommends FOR each proposal.
The proxy materials state 1,428,500 shares outstanding as of the record date and include related-party disclosures (staffing agreement payments and property contributions), audit fees for 2025 of $315,542, and planned transfer-restriction mechanics allowing board waivers. Timing and mechanics are governed by the Charter Amendment text in Appendix A.
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.