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

Rhea-AI Filing Summary

Medalist Diversified REIT, Inc. Schedule 13D/A shows that reporting person Kory J. Kramer beneficially owns 41,039 shares of common stock, representing 2.73% of the outstanding shares based on 1,505,270 shares outstanding as of August 11, 2025. The amendment discloses that on August 29, 2025 the Kramerica Trust (for which Mr. Kramer is trustee) agreed to sell 60,000 shares to Francis Kavanaugh for an aggregate purchase price of $750,000, and the Schedule 13D has been updated to reflect that Stock Purchase Agreement and related amendments to Item 4 and Item 6. The filing states Mr. Kramer has sole voting and dispositive power over the 41,039 shares and reports no other transactions in the prior 60 days.

Positive

• Clear disclosure of the Stock Purchase Agreement and sale terms (60,000 shares for $750,000)
• Specific beneficial ownership reported: 41,039 shares, equal to 2.73% of outstanding common stock
• No legal proceedings disclosed for the reporting person in the past five years

Negative

• Reduction in trust holdings evidenced by the sale of 60,000 shares (material transfer reported)
• Limited influence: beneficial ownership of 2.73% suggests the reporting person is not a controlling shareholder

Insights

Securities Analyst

TL;DR: Reporting person discloses post-transaction beneficial ownership of 2.73% after a trust sale of 60,000 shares for $750,000.

The amendment clarifies a material transfer: the Kramerica Trust sold 60,000 shares to Francis Kavanaugh under a Stock Purchase Agreement dated August 29, 2025, for $750,000. Mr. Kramer still reports sole voting and dispositive power over 41,039 shares (2.73%). The filing is routine for Schedule 13D/A updates and provides required transparency on material changes in ownership and contractual arrangements; it does not include additional contractual rights, joint actors, or litigation disclosures. Impact is limited to ownership disclosure and contract reporting.

Corporate Governance Expert

TL;DR: Amendment appropriately updates Item 3, Item 4 and Item 6 to reflect a trust stock sale; no governance actions or new arrangements disclosed.

The Schedule 13D/A documents the Stock Purchase Agreement between the Kramerica Trust and Francis Kavanaugh and amends purpose and arrangements sections accordingly. The report confirms Mr. Kramer retains sole control of the shares he beneficially owns and discloses no pending legal or regulatory matters. From a governance perspective, this is a standard disclosure of a change in holdings and a contractual transfer; it does not indicate any change in control, voting agreements, or contested governance matters.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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

Kory J. Kramer

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 41,039.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 41,039.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

41,039.00

12

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

13

Percent of class represented by amount in Row (11)

2.73 %

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. 2 to Schedule 13D amends and supplements the statement on Schedule 13D initially filed on January 7, 2025 by Kory J. Kramer, as amended by that certain Amendment No. 1 to Schedule 13D filed on March 24, 2025 (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)	Kory J. Kramer
(b)	1400 Newport Center Drive, Suite 230, Newport Beach, CA 92660
(c)	Partner and Investment Officer, Eagle Four Partners, 1400 Newport Center Drive, Suite 230, Newport Beach, CA 92660
(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, in his capacity as trustee to the Kramerica Trust, Dated July 24, 2015 (the "Kramerica Trust"), 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 Kramerica Trust agreed to sell, and Francis Kavanaugh agreed to acquire, 60,000 shares of Common Stock for an aggregate purchase price of $750,000.
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. 2 to Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	41,039 shares representing 2.73% of the shares of Common Stock outstanding.
(b)	The Reporting Person has the sole power to vote and dispose of all 41,039 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.

Kory J. Kramer

Signature:	Kory J. Kramer
Name/Title:	Kory J. Kramer
Date:	09/03/2025

FAQ

What change did the Schedule 13D/A for MDRR report?

The filing amends prior Schedule 13D to disclose that on August 29, 2025 the Kramerica Trust agreed to sell 60,000 shares to Francis Kavanaugh for $750,000 and updates related Items 3, 4 and 6.

How many MDRR shares does Kory J. Kramer beneficially own after the amendment?

The filing states Mr. Kramer beneficially owns 41,039 shares, representing 2.73% of common stock based on 1,505,270 shares outstanding as of August 11, 2025.

Does Mr. Kramer retain voting and dispositive power over his shares of MDRR?

Yes. The filing states he has sole voting power and sole dispositive power over all 41,039 shares reported.

Were any legal proceedings or civil judgments disclosed against the reporting person?

No. The filing states that during the last five years the reporting person has not been convicted in any criminal proceeding and has not been subject to civil proceedings resulting in judgments related to securities laws.

Who purchased the 60,000 shares and for what price?

The buyer is Francis Kavanaugh, who agreed to acquire the shares for an aggregate purchase price of $750,000.