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

Rhea-AI Filing Summary

Marc Carlson reported beneficial ownership of 21,039 shares of Medalist Diversified REIT, Inc., representing 1.4% of the outstanding common stock based on 1,505,270 shares outstanding as of August 11, 2025. The amendment discloses that on August 29, 2025 Carlson entered into a Stock Purchase Agreement under which 80,000 shares were to be acquired by Francis Kavanaugh for an aggregate purchase price of $1,000,000. Carlson retains sole voting and dispositive power over the 21,039 shares reported and states no other transactions in the prior 60 days.

Positive

• Transparent disclosure of current beneficial ownership (21,039 shares, 1.4%)
• Announcement of a Stock Purchase Agreement specifying price and number of shares (80,000 shares for $1,000,000)

Negative

• No exhibits included—the Stock Purchase Agreement text or closing conditions are not filed
• Limited detail on timing or source of the 80,000-share transfer (no clarification whether shares are immediately transferable)

Insights

Financial Analyst

TL;DR: Disclosure shows a reported 1.4% stake and a separate 80,000-share purchase agreement by a third party.

The filing updates beneficial ownership to 21,039 shares (1.4%). It also discloses a Stock Purchase Agreement whereby Francis Kavanaugh agreed to acquire 80,000 shares for $1,000,000. The report confirms Carlson's sole voting and dispositive power over his disclosed holdings and notes no other transactions in the prior 60 days. For investors, the key facts are the current disclosed stake size and the existence of an external purchase agreement that could affect ownership structure.

M&A Specialist

TL;DR: Amendment adds a material transfer agreement but does not describe closing conditions or impact on control.

The amendment supplements Item 3 and Item 6 with a Stock Purchase Agreement for 80,000 shares at a stated $1,000,000 consideration. The filing does not include exhibits or details about closing conditions, transfer timing, or whether the shares are currently held by the seller or subject to conditions. From a transactional perspective, the document notifies the market of a sizeable proposed transfer relative to disclosure thresholds but provides limited contractual detail.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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

Marc Carlson

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 21,039.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 21,039.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

21,039.00

12

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

13

Percent of class represented by amount in Row (11)

1.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The percentage of the class was calculated based on 1,505,270 shares of Common Stock outstanding as of August 11, 2025. This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D initially filed on March 28, 2025 by Marc Carlson (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)	Marc Carlson
(b)	26162 Calle Roberto, San Juan Capistrano, CA 92675
(c)	Managing Director, 3 Points Partners, 26162 Calle Roberto, San Juan Capistrano, CA 92675
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceedings.
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
(f)	US
Item 3.	Source and Amount of Funds or Other Consideration
	On August 29, 2025, the Reporting Person entered into that certain Stock Purchase Agreement (the "Stock Purchase Agreement") with Francis Kavanaugh, pursuant to which, upon the terms and conditions set forth therein, the Reporting Person agreed to sell, and Francis Kavanaugh agreed to acquire, 80,000 shares of Common Stock for an aggregate purchase price of $1,000,000.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 1 to Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	21,039 shares representing 1.4% of the shares of Common Stock outstanding.
(b)	The Reporting Person has the sole power to vote and dispose of all 21,039 shares of Common Stock beneficially owned by him.
(c)	Except as described in this Schedule 13D, the Reporting Person has not effectuated any other transactions involving the Common Stock in the last 60 days.
(d)	To the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person.
(e)	August 29, 2025
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, the Reporting Person and Francis Kavanaugh entered into the Stock Purchase Agreement described in Item 3 above.
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.

Marc Carlson

Signature:	Marc Carlson
Name/Title:	Marc Carlson
Date:	09/03/2025

FAQ

How many shares of MDRR does Marc Carlson report beneficially owning?

Marc Carlson reports beneficial ownership of 21,039 shares, representing 1.4% of common stock outstanding.

What transaction did the Schedule 13D/A disclose for MDRR?

The filing discloses a Stock Purchase Agreement dated August 29, 2025 under which Francis Kavanaugh agreed to acquire 80,000 shares for $1,000,000.

Does Marc Carlson retain voting control of his reported MDRR shares?

Yes. The filing states Carlson has sole voting and dispositive power over all 21,039 shares he beneficially owns.

Were any other transactions in MDRR reported by Carlson in the last 60 days?

No. The filing states Carlson has not effectuated any other transactions involving the common stock in the last 60 days.

Is the Stock Purchase Agreement filed as an exhibit to the amendment?

No. The filing lists None under Item 7 for exhibits; the agreement text is not attached.