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

Rhea-AI Filing Summary

Francis P. Kavanaugh, President and CEO of Medalist Diversified REIT, Inc., reports beneficial ownership of 423,165 shares of the issuer's common stock, representing 28.11% of the outstanding class based on 1,505,270 shares outstanding as of August 11, 2025. On August 8, 2025 he exchanged 240,004 shares for 240,004 operating partnership units (OP Units) that became redeemable on August 8, 2026. Following that exchange he directly and indirectly holds 388,044 OP Units redeemable for common stock within 60 days and currently holds no common shares. Between August 13 and August 27, 2025 he purchased 35,121 shares in multiple transactions. BET Trust disclaims beneficial ownership of OP Units held in that trust.

Positive

• Beneficial ownership of 423,165 shares representing 28.11% of outstanding common stock on the stated basis
• Completed exchange of 240,004 common shares for 240,004 OP Units and 35,121 shares purchased between August 13 and August 27, 2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting person holds a material 28.11% position and completed both an exchange of shares for OP Units and additional open-market purchases.

The filing discloses that Mr. Kavanaugh beneficially owns 423,165 shares or equivalents, representing 28.11% of the company on the stated basis. The one-for-one exchange of 240,004 common shares into OP Units and the subsequent purchases of 35,121 shares over two weeks materially affect the reported ownership profile and liquidity timing: many OP Units are redeemable or convertible on specific future dates, shifting the mix between immediate common shares and redeemable partnership units. These changes are material for shareholder voting composition and potential supply of shares convertible/redeemable within defined windows.

Corporate Governance Expert

TL;DR: Significant insider stake and unit exchanges change control dynamics and disclosure of trust interests is notable.

The statement confirms that Mr. Kavanaugh, as an insider and trustee of BET Trust, controls OP Units and discloses that the BET Trust disclaims beneficial ownership of certain OP Units. The filing clarifies voting and dispositive power (sole over 423,165 shares). The mix of redeemable OP Units and recently purchased common stock is relevant to governance because it defines voting power, timing of potential conversions/redemptions, and the insider's economic exposure. No contracts or other arrangements affecting voting are reported.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

08/13/2025

(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 423,165.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 423,165.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

423,165.00

12

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

13

Percent of class represented by amount in Row (11)

28.11 %

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. Between August 13, 2025 and August 25, 2025, the Reporting Person purchased 35,121 shares of Common Stock, purchasing 1,911 shares, 7 shares, 3,562 shares, 1 share, 105 shares, 17,525 shares, 1,028 shares, 2,500 shares, 3,482 shares and 5,000 shares on August 13, 2025, August 14, 2025, August 15, 2025, August 18, 2025, August 19, 2025, August 20, 2025, August 22, 2025, August 25, 2025, August 26, 2025 and August 27, 2025, respectively. (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. 6 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 and that certain Amendment No. 5 to Schedule 13D filed on August 11, 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
	Between August 13, 2025 and August 27, 2025, the Reporting Person purchased 35,121 shares of Common Stock, purchasing 1,911 shares, 7 shares, 3,562 shares, 1 share, 105 shares, 17,525 shares, 1,028 shares, 2,500 shares, 3,482 shares and 5,000 shares on August 13, 2025, August 14, 2025, August 15, 2025, August 18, 2025, August 19, 2025, August 20, 2025, August 22, 2025, August 25, 2025, August 26, 2025 and August 27, 2025, respectively.
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.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person has voting and dispositive power over 423,165 shares of Common Stock of the Issuer, which represents approximately 28.11% 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)	423,165
(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. Between August 13, 2025 and August 27, 2025, the Reporting Person purchased 35,121 shares of Common Stock, purchasing 1,911 shares, 7 shares, 3,562 shares, 1 share, 105 shares, 17,525 shares, 1,028 shares, 2,500 shares, 3,482 shares and 5,000 shares on August 13, 2025, August 14, 2025, August 15, 2025, August 18, 2025, August 19, 2025, August 20, 2025, August 22, 2025, August 25, 2025, August 26, 2025 and August 27, 2025, respectively.
(d)	None
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3 and 4 hereof is hereby incorporated by reference into this Item 6. Except as referenced above or described in Items 3 and 4 hereof, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting Persons and any other person with respect to any securities of the Issuer.
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:	08/27/2025

FAQ

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

The filing states Mr. Kavanaugh beneficially owns 423,165 shares or equivalents, representing 28.11% of the common stock based on 1,505,270 shares outstanding as of August 11, 2025.

What transactions did Mr. Kavanaugh report in this Schedule 13D/A?

He reported a one-for-one exchange of 240,004 common shares for OP Units on August 8, 2025 and open-market purchases totaling 35,121 shares between August 13 and August 27, 2025.

What are OP Units and how do they convert or redeem for Medalist common stock?

The filing states OP Units are redeemable for cash equal to the fair market value of one share of common stock, and the operating partnership may instead cause the issuer to acquire OP Units on a one-for-one basis for common shares.

Does BET Trust claim beneficial ownership of OP Units held by the trust?

The filing explicitly states that BET Trust disclaims beneficial ownership of the shares that may be issuable upon exchange of the OP Units.

Does the filing disclose any contracts, arrangements, or understandings relating to the securities?

The filing states there are no contracts, arrangements, understandings or relationships among reporting persons or with others regarding the issuer's securities, except as described in the filing.