Kavanaugh boosts control of Medalist Diversified (MDRR) to 68.6% ownership

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)

Medalist Diversified, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Brent Winn
P. O. Box 8436,
Richmond, VA, 23226
804-338-7708

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Francis P. Kavanaugh

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,369,991.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,369,991.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,369,991.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

68.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Share amounts for Sole Voting Power, Sole Dispositive Power and Aggregate amount beneficially owned include common units of limited partnership interest ("OP Units") in Medalist Diversified Holdings, L.P., the operating partnership (the "Operating Partnership") of Medalist Diversified, Inc., a Maryland corporation (the "Issuer") owned by the Reporting Person either directly or indirectly, through BET Trust Dated March 11, 1999 ("BET Trust"), of which the Reporting Person is trustee and has sole voting and dispositive power, that are either currently convertible into shares of the Issuer's common stock, $0.01 par value per share (the "Common Stock") or are convertible into Common Stock within 60 days or shortly thereafter. BET Trust disclaims beneficial ownership of the Shares that may be issuable upon exchange of the OP Units. The OP Units are redeemable for cash equal to the then fair market value of one share of Common Stock, except that the Operating Partnership may, at its election, cause the Issuer to acquire some or all of the OP Units so presented on a one-for-one basis for shares of the Common Stock. The Reporting Person purchased 2,582 shares of Common Stock on the open market on December 12, 2025. On January 28, 2026, the Issuer granted the Reporting Person 4,000 shares of Common Stock under its 2018 Equity Incentive Plan. On March 13, 2026, the Reporting Person purchased 40,000 shares of Common Stock from the Kramerica Trust, Dated July 24, 2015 pursuant to a stock purchase agreement dated as of March 13, 2026 (the "Stock Purchase Agreement"). (2) The percentage of the class was calculated based on shares of Common Stock outstanding as of March 13, 2026, which includes (i) 19,348.50 OP Units that became redeemable on January 17, 2025, (ii) 208,695.5 OP Units that became redeemable on March 28, 2025, (iii) 14,546.97 OP Units that became redeemable on January 15, 2026, (iv) 69,600 OP Units that became redeemable on January 24, 2026 and (v) 251,600 OP Units that became redeemable on February 21, 2026. This Amendment No. 10 to Schedule 13D amends and supplements the statement on Schedule 13D initially filed on January 31, 2023 by Francis P. Kavanaugh, as amended by that certain Amendment No. 1 to Schedule 13D filed on June 21, 2023, that certain Amendment No. 2 to Schedule 13D filed on June 27, 2023, that certain Amendment No. 3 to Schedule 13D filed on January 27, 2025, that certain Amendment No. 4 to Schedule 13D filed on February 25, 2025, that certain Amendment No. 5 to Schedule 13D filed on August 11, 2025, that certain Amendment No. 6 to Schedule 13D filed on August 27, 2025, that certain Amendment No. 7 to Schedule 13D filed on September 3, 2025, that certain Amendment No. 8 to Schedule 13D filed on November 18, 2025 and that certain Amendment No. 9 to Schedule 13D filed on December 12, 2025 (collectively, the "Schedule 13D").

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Medalist Diversified, Inc.
(c)	Address of Issuer's Principal Executive Offices: P. O. Box 8436, Richmond, VIRGINIA , 23226.
Item 2.	Identity and Background
(a)	Francis P. Kavanaugh
(b)	The principal business address for the Reporting Person is 107 Via Florence, Newport Beach, CA 92663.
(c)	The principal business of the Reporting Person is President and Chief Executive Officer of Medalist Diversified, Inc. engaged in the investment and management of commercial real estate with a mailing address of P. O. Box 8436, Richmond, VA 23226.
(d)	No
(e)	No
(f)	US
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 3: The Reporting Person purchased 2,582 shares of Common Stock on the open market on December 12, 2025. On January 28, 2026, the Issuer granted the Reporting Person 4,000 shares of Common Stock under its 2018 Equity Incentive Plan. On March 13, 2026, the Reporting Person purchased 40,000 shares of Common Stock from the Kramerica Trust, Dated July 24, 2015 pursuant to the Stock Purchase Agreement.
Item 4.	Purpose of Transaction
	The information set forth in Items 3, 5 and 6 hereof are hereby incorporated by reference into this Item 4, as applicable. In addition, Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 4: The Reporting Person purchased 2,582 shares of Common Stock on the open market on December 12, 2025. On January 28, 2026, the Issuer granted the Reporting Person 4,000 shares of Common Stock under its 2018 Equity Incentive Plan. On March 13, 2026, the Reporting Person purchased 40,000 shares of Common Stock from the Kramerica Trust, Dated July 24, 2015 pursuant to the Stock Purchase Agreement.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person has voting and dispositive power over 1,369,991.00 shares of Common Stock of the Issuer, which represents approximately 68.6% of the total issued and outstanding shares of Common Stock of the Issuer based upon 1,997,111 shares of Common Stock outstanding at March 13, 2026, as reported by the Issuer, which includes (i) 19,348.50 OP Units that became redeemable on January 17, 2025, (ii) 208,695.5 OP Units that became redeemable on March 28, 2025, (iii) 14,546.97 OP Units that became redeemable on January 15, 2026, (iv) 69,600 OP Units that became redeemable on January 24, 2026 and (v) 251,600 OP Units that became redeemable on February 21, 2026. The OP Units are redeemable for cash equal to the then fair market value of one share of the Common Stock, except that the Operating Partnership may, at its election, cause the Issuer to acquire some or all of the OP Units so presented on a one-for-one basis for shares of the Common Stock
(b)	1,369,991.00
(c)	The Reporting Person purchased 2,582 shares of Common Stock on the open market on December 12, 2025. On January 28, 2026, the Issuer granted the Reporting Person 4,000 shares of Common Stock under its 2018 Equity Incentive Plan. On March 13, 2026, the Reporting Person purchased 40,000 shares of Common Stock from the Kramerica Trust, Dated July 24, 2015 pursuant to the Stock Purchase Agreement.
(d)	None
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 6: On March 13, 2026, the Reporting Person and the Kramerica Trust, Dated July 24, 2015 entered into the Stock Purchase Agreement described in Item 4 to this Amendment No. 10.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Francis P. Kavanaugh

Signature:	/s/ Francis P. Kavanaugh
Name/Title:	Francis P. Kavanaugh
Date:	03/13/2026

FAQ

What does Francis P. Kavanaugh’s Schedule 13D/A say about his MDRR ownership?

Francis P. Kavanaugh reports beneficial ownership of 1,369,991 Medalist Diversified shares, or 68.6% of the company. This figure includes common stock and certain OP Units that are redeemable or convertible into common stock as of March 13, 2026.

How many Medalist Diversified (MDRR) shares are outstanding as of March 13, 2026?

Medalist Diversified had 1,997,111 shares of common stock outstanding as of March 13, 2026. This total includes multiple tranches of OP Units that became redeemable between January 2025 and February 2026, each exchangeable on a one-for-one basis or for cash.

What recent share transactions did Kavanaugh report in this Medalist Diversified 13D/A?

Kavanaugh reported three recent transactions: buying 2,582 shares, receiving 4,000 shares, and purchasing 40,000 shares. These occurred on December 12, 2025, January 28, 2026, and March 13, 2026, including a purchase from the Kramerica Trust under a stock purchase agreement.

What role do OP Units play in Francis P. Kavanaugh’s MDRR ownership?

Kavanaugh’s beneficial ownership includes OP Units in Medalist Diversified Holdings, L.P. that are redeemable or convertible into common stock. These OP Units can be redeemed for cash equal to common stock value, or exchanged one-for-one for shares at the Operating Partnership’s election.

What is the relationship between BET Trust and Kavanaugh’s Medalist Diversified holdings?

Some OP Units are held directly or indirectly through the BET Trust, where Kavanaugh is trustee with sole voting and dispositive power. The BET Trust disclaims beneficial ownership of shares that may be issued upon exchange of these OP Units.

What agreement is referenced regarding Kavanaugh’s March 13, 2026 MDRR share purchase?

Kavanaugh’s March 13, 2026 purchase of 40,000 shares came from the Kramerica Trust under a Stock Purchase Agreement. The agreement between Kavanaugh and the Kramerica Trust is dated March 13, 2026 and is referenced in Items 4 and 6.