[SCHEDULE 13D/A] Medalist Diversified REIT, Inc. SEC Filing

Rhea-AI Filing Summary

Francis P. Kavanaugh increased his stake in Medalist Diversified REIT, Inc. (MDRR) and now controls 586,064 shares, representing approximately 38.93% of the outstanding common stock based on 1,505,270 shares outstanding as of August 11, 2025. On August 29, 2025 he purchased 162,899 shares: 22,899 on the open market, 80,000 from Marc Carlson for $1,000,000, and 60,000 from the Kramerica Trust for $750,000. Earlier, on August 8, 2025 he exchanged 240,004 shares for 240,004 OP Units that are redeemable on August 8, 2026.

The filing clarifies that the Reporting Person directly and indirectly holds 388,044 OP Units redeemable for common stock within 60 days and currently holds no common shares following the August 8 exchange until the subsequent purchases on August 29. The disclosure updates Item 3, Item 4, Item 5 and Item 6 of the Schedule 13D and identifies the two stock purchase agreements entered on August 29, 2025.

Positive

• Reporting person increased beneficial ownership to 586,064 shares (38.93%)
• Purchased 162,899 shares on August 29, 2025 via open-market and two stock purchase agreements totaling $1.75 million

Negative

• None.

Insights

Financial Analyst

TL;DR: A material ownership increase to 38.93% via purchases and prior exchange shifts control and economic exposure of the reporting person.

The Reporting Person's holdings equal 586,064 shares or OP Unit equivalents, representing a near-majority minority position at 38.93% of the class. The 162,899-share purchase funded by private purchase agreements totaling $1.75 million plus open-market buys is sizeable relative to the 1.5M-share base reported. The August 8 one-for-one exchange of 240,004 shares into OP Units (redeemable in 2026) alters the mix between outstanding common stock and OP Units, concentrating economic exposure in units with delayed redeemability. For investors and analysts, the filing signals concentrated ownership and active position management by an insider with both voting and dispositive power.

Corporate Governance Expert

TL;DR: Insider accumulation to nearly 39% raises governance and control considerations without disclosed arrangements altering board composition.

The amendment documents significant insider purchases and prior exchanges into OP Units, increasing a single individual's beneficial ownership to 38.93%. While this level does not automatically create control, it materially increases influence over corporate decisions. The filing states stock purchase agreements with named counterparties but discloses no additional agreements affecting governance, no legal proceedings, and no changes to board or management in this amendment. The concentration merits monitoring for potential future governance proposals or related-party transactions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Medalist Diversified REIT, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

58403P402

(CUSIP Number)

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)

08/29/2025

(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 No. 58403P402

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 586,064.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 586,064.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

586,064.00

12

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

13

Percent of class represented by amount in Row (11)

38.93 %

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 179,349 common units of limited partnership interest ("OP Units") in Medalist Diversified Holdings, L.P., the operating partnership (the "Operating Partnership") of Medalist Diversified REIT, Inc., a Maryland corporation (the "Issuer"), held directly by the Reporting Person and 208,695 OP Units held by BET Trust Dated March 11, 1999 ("BET Trust"), of which the Reporting Person is trustee and has sole voting and dispositive power. The OP Units are redeemable for cash equal to the then fair market value of one share of the Issuer's common stock, $0.01 par value per share (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. On August 8, 2025, the Reporting Person exchanged 240,004 shares of Common Stock on a one-for-one basis for an aggregate of 240,004 OP Units (the "Exchange"), with such OP Units becoming redeemable on August 8, 2026. Following the Exchange, the Reporting Person directly and indirectly holds 388,044 OP Units that are redeemable for Common Stock within 60 days and no shares of Common Stock. The OP Units that are redeemable within 60 days include: (i) 19,348 OP Units that were issued to Mr. Kavanaugh on January 18, 2024, and which became redeemable for shares of common stock on January 18, 2025, (ii) 208,696 OP Units that were issued to BET Trust on March 28, 2024, and which became redeemable on June 17, 2025 and (iii) 160,000 OP Units that were issued to Mr. Kavanaugh on October 11, 2024, and will become redeemable on October 11, 2025. BET Trust disclaims beneficial ownership of the Shares that may be issuable upon exchange of the OP Units. On August 29, 2025, the Reporting Person purchased 162,899 shares of Common Stock, purchasing 22,899 shares on the open market, 80,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement and 60,000 shares of Common Stock from the Kramerica Trust, Dated July 24, 2015 pursuant to a separate stock purchase agreement. (2) The percentage of the class was calculated based on 1,505,270 shares of Common Stock outstanding as of August 11, 2025, which includes 232,865 OP Units that are redeemable as of August 11, 2025, and 160,000 OP Units that will become redeemable on October 11, 2025. This Amendment No. 7 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 and that certain Amendment No. 6 to Schedule 13D filed on August 27, 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 REIT, 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 REIT, 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: On August 29, 2025, the Reporting Person purchased 162,899 shares of Common Stock, purchasing 22,899 shares on the open market, 80,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement and 60,000 shares of Common Stock from the Kramerica Trust, Dated July 24, 2015 pursuant to a separate 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: On August 29, 2025, the Reporting Person entered into (i) that certain stock purchase agreement with Marc Carlson, pursuant to which, among other things, the Reporting Person agreed to purchase, and Marc Carlson agreed to sell, 80,000 shares of Common Stock for an aggregate purchase price of $1,000,000 (the "Carlson Stock Purchase Agreement"), and (ii) that certain stock purchase agreement with the Kramerica Trust, Dated July 24, 2015 (the "Kramerica Trust"), pursuant to which, among other things, the Reporting Person agreed to purchase, and Marc Carlson agreed to sell, 60,000 shares of Common Stock for an aggregate purchase price of $750,000 (the "Kramerica Trust Stock Purchase Agreement" and together with the Carlson Stock Purchase Agreement, the "Stock Purchase Agreements").
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person has voting and dispositive power over 586,064 shares of Common Stock of the Issuer, which represents approximately 38.93% of the total issued and outstanding shares of Common Stock of the Issuer based upon 1,505,270 shares of Common Stock outstanding at August 11, 2025, as reported by the Issuer, which includes 232,865 OP Units that are redeemable as of August 11, 2025, and 160,000 OP Units that will become redeemable on October 11, 2025. 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)	586,064
(c)	On August 8, 2025, the Reporting Person exchanged 240,004 shares of Common Stock on a one-for-one basis for an aggregate of 240,004 OP Units, with such OP Units becoming redeemable on August 8, 2026. On August 29, 2025, the Reporting Person purchased 162,899 shares of Common Stock, purchasing 22,899 shares on the open market, 80,000 shares from Marc Carlson pursuant to a stock purchase agreement and 60,000 shares from the Kramerica Trust, Dated July 24, 2015 pursuant to a separate 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 August 29, 2025, (i) the Reporting Person and Marc Carlson entered into the Carlson Stock Purchase Agreement described in Item 4 to this Amendment No. 7 and (ii) the Reporting Person and the Kramerica Trust entered into the Kramerica Trust Stock Purchase Agreement described in Item 4 to this Amendment No. 7.
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:	09/03/2025

FAQ

How many shares of Medalist Diversified REIT (MDRR) does Francis P. Kavanaugh beneficially own?

The filing reports beneficial ownership of 586,064 shares, representing approximately 38.93% of common stock based on 1,505,270 shares outstanding as of August 11, 2025.

What transactions did Kavanaugh disclose on August 29, 2025 in the Schedule 13D/A?

He purchased 162,899 shares on August 29, 2025: 22,899 open-market, 80,000 from Marc Carlson for $1,000,000, and 60,000 from Kramerica Trust for $750,000.

Did Kavanaugh exchange any common shares for OP Units?

Yes, on August 8, 2025 he exchanged 240,004 shares for 240,004 OP Units, which are redeemable on August 8, 2026.

Are the OP Units convertible or redeemable for common stock?

The OP Units are redeemable for cash equal to fair market value per common share or may be converted by the Operating Partnership into common stock on a one-for-one basis; some OP Units are redeemable within 60 days per the filing.

Do the amendments disclose any legal proceedings or changes in management?

No. The filing answers 'No' for required disclosure of legal proceedings and does not disclose changes in management or board composition in this amendment.