CFO of Medalist Diversified REIT (MDRR) discloses 5.25% stake after new share grant

Rhea-AI Filing Summary

Medalist Diversified REIT’s Chief Financial Officer, Charles Brent Winn Jr., has filed a Schedule 13D reporting beneficial ownership of 59,202 shares of common stock, representing 5.25% of the company’s outstanding shares.

The filing was triggered when Winn received a grant of 4,000 shares on January 28, 2026 under the company’s 2018 Equity Incentive Plan, in addition to prior open-market purchases and earlier equity awards. Winn holds sole voting and dispositive power over all reported shares and states he may buy or sell more shares over time depending on business and market conditions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Medalist Diversified REIT

(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)

01/28/2026

(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 No. 58403P402

1

Name of reporting person

Charles Brent Winn Jr.

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, OO

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 59,202.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 59,202.00
10	Shared Dispositive Power 59,202.00

11

Aggregate amount beneficially owned by each reporting person

59,202.00

12

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

13

Percent of class represented by amount in Row (11)

5.25 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Medalist Diversified REIT
(c)	Address of Issuer's Principal Executive Offices: P. O. Box 8436, Richmond, VIRGINIA , 23226.
Item 2.	Identity and Background
(a)	Charles Brent Winn Jr.
(b)	The principal business address for the Reporting Person is P. O. Box 8436, Richmond, VIRGINIA , 23226.
(c)	The principal business of the Reporting Person is Chief Financial 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
	The holdings reported by the Reporting Person herein consist of 59,202 shares of Common Stock of the Issuer. On January 28, 2026, the Reporting Person acquired 4,000 shares of Common Stock of the Issuer granted to the Reporting Person by the board of directors pursuant to the Issuer's 2018 Equity Incentive Plan as compensation for his service as the Company's Chief Financial Officer. Such acquisition triggered the requirement to file this Schedule 13D. The Reporting Person had previously made open market purchases using personal funds and the Issuer previously awarded additional shares of Common Stock to the Reporting Person pursuant to the Medalist Diversified REIT, Inc. 2018 Equity Incentive Plan in connection with his service to the Issuer, resulting in the current beneficial ownership set forth in Row 11 of the cover page of this Schedule 13D.
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. The Reporting Person became the beneficial owner of more than 5% of the outstanding shares of Common Stock of the Issuer upon its receipt 4,000 shares of Common Stock were granted to the Reporting Person by the board of directors pursuant to the Issuer's 2018 Equity Incentive Plan as compensation for his service as the Company's Chief Financial Officer. Except to the extent the foregoing may be deemed a plan or proposal, as of the date of this Schedule 13D, the Reporting Person has no plans or proposals which relate to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, take into consideration such factors as he deems relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Person. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of his holdings of securities of the Issuer or to change his intention with respect to any or all of the matters referred to in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person has voting and dispositive power over 59,202 shares of Common Stock of the Issuer, which represents approximately 5.25% of the total issued and outstanding shares of Common Stock of the Issuer based upon 1,128,500 shares of Common Stock outstanding at February 2, 2026, as reported by the Issuer.
(b)	59,202
(c)	On January 28, 2026, 4,000 shares of Common Stock were granted to the Reporting Person by the board of directors pursuant to the Issuer's 2018 Equity Incentive Plan as compensation for his service as the Company's Chief Financial Officer.
(d)	None
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
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.

Charles Brent Winn Jr.

Signature:	/s/ Charles Brent Winn Jr.
Name/Title:	Charles Brent Winn Jr.
Date:	02/03/2026

FAQ

What did Medalist Diversified REIT (MDRR) disclose in this Schedule 13D?

Medalist Diversified REIT disclosed that its CFO, Charles Brent Winn Jr., beneficially owns 59,202 common shares. This represents 5.25% of outstanding stock, crossing the 5% reporting threshold and requiring a Schedule 13D detailing his holdings and intentions regarding the shares.

How many Medalist Diversified REIT (MDRR) shares does the CFO own?

The CFO, Charles Brent Winn Jr., beneficially owns 59,202 shares of Medalist Diversified REIT common stock. This stake equals 5.25% of the company’s 1,128,500 outstanding shares, giving him sole voting and dispositive power over his entire reported position.

What triggered the Schedule 13D filing for Medalist Diversified REIT (MDRR)?

The Schedule 13D was triggered when the CFO received a grant of 4,000 shares on January 28, 2026. This equity award, under the 2018 Equity Incentive Plan, increased his holdings above 5% of outstanding shares, requiring detailed beneficial ownership disclosure.

How did the Medalist Diversified REIT (MDRR) CFO acquire his shares?

The CFO’s 59,202-share position comes from open-market purchases using personal funds and equity awards under the 2018 Equity Incentive Plan. The latest component is a 4,000-share grant received on January 28, 2026, as compensation for his CFO service.

What percentage of Medalist Diversified REIT (MDRR) does the CFO’s stake represent?

The CFO’s 59,202 shares represent 5.25% of Medalist Diversified REIT’s common stock. This percentage is based on 1,128,500 shares outstanding as of February 2, 2026, as reported by the company, and reflects his sole voting and dispositive control over the stake.

Does the Medalist Diversified REIT (MDRR) CFO plan more share transactions?

The CFO states he may acquire additional shares or dispose of some or all holdings over time. Any decisions will depend on factors such as the company’s business prospects, market and economic conditions, regulatory matters, and other personal investment opportunities he considers relevant.