Form 8-K/A

8-K/A — Medalist Diversified, Inc.

Accession: 0001104659-26-110981

Filed: 2026-09-25

Period: 2026-07-29

CIK: 0001654595

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Financial Statements and Exhibits

Documents

8-K/A — mdrr-20260729x8ka.htm (Primary)

EX-23.1 (mdrr-20260729xex23d1.htm)

EX-99.1 (mdrr-20260729xex99d1.htm)

EX-99.2 (mdrr-20260729xex99d2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: mdrr-20260729x8ka.htm · Sequence: 1

Medalist Diversified, Inc._July 29, 2026

0001654595false00016545952026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2026 (July 29, 2026)

Medalist Diversified, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

001-38719

47-5201540

(State or other jurisdiction of incorporation

or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

P.O. Box 8436

Richmond, VA 23226

(Address of principal executive offices)

(804) 338-7708

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of each Exchange

on Which Registered

Trading

Symbol(s)

Common Stock, $0.01 par value

Nasdaq Capital Market

MDRR

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

This Form 8-K/A amends and supplements the Form 8-K filed by Medalist Diversified, Inc. (the “Company”) on July 29, 2026 (the “Original Filing”) reporting the acquisition of the property known as the Overland Park Property, a certain tract of real property consisting of approximately 1.64 acres of land with an approximately 16,100 share foot automotive service building located at 14939 Metcalf Avenue, Overland Park, Kansas, to provide the financial statements and unaudited pro forma information required by Item 9.01 (b) of Form 8-K. This Form 8-K/A should be read in conjunction with the Original Filing.

Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Property Acquired

The following Statements of Revenues and Certain Expenses for the Overland Park Property are set forth in Exhibit 99.1, which is incorporated herein by reference.

Report of Independent Auditor.

Statement of Revenues and Certain Operating Expenses for the six months ended June 30, 2026 (unaudited) and year ended December 31, 2025.

Notes to Statement of Revenues and Certain Operating Expenses for the six months ended June 30, 2026 (unaudited) and year ended December 31, 2025.

(b) Unaudited Pro Forma Financial Information

The following unaudited pro forma financial statements for the Company are set forth in Exhibit 99.1, which is incorporated herein by reference.

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026.

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026.

Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2026

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.

(d) Exhibits

Exhibit No.

Description

23.1

Consent of Cherry Bekaert LLP

99.1

Statement of Revenues and Certain Expenses for the Overland Park Property for six months ended June 30, 2026 and year ended December 31, 2025

99.2

Unaudited Pro Forma Financial Information for the Company

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDALIST DIVERSIFIED, INC.

Dated: September 25, 2026

By:

/s/ C. Brent Winn, Jr.

C. Brent Winn, Jr.

Chief Financial Officer

EX-23.1

Filename: mdrr-20260729xex23d1.htm · Sequence: 2

Exhibit 23.1

Consent of Independent Auditor

Medalist Diversified, Inc. and Subsidiaries

Richmond, Virginia

We hereby consent to the incorporation by reference in the Registration Statements of Medalist Diversified, Inc. on Form S-8 (No. 333-228674 and 333-238483) and Form S-3 (No. 333-286453) of our report dated September 25, 2026, with respect to the statement of revenues and certain operating expenses of the Overland Park Caliber Collisions Property for the six months ended June 30, 2026 (unaudited) and the year ended December 31, 2025, which appears in this Current Report on Form 8-K/A of Medalist Diversified, Inc., dated September 25, 2026.

/s/ Cherry Bekaert LLP

Richmond, Virginia

September 25, 2026

EX-99.1

Filename: mdrr-20260729xex99d1.htm · Sequence: 3

Exhibit 99.1

OVERLAND PARK CALIBER COLLISION PROPERTY

FINANCIAL STATEMENTS

Six Months Ended June 30, 2026 (unaudited) and

Year Ended December 31, 2025

Table of Contents

Report of Independent Auditor

Statements of Revenues and Certain Operating Expenses

Notes to Statements of Revenues and Certain Operating Expenses

Report of Independent Auditor

To the Board of Directors

Medalist Diversified, Inc.

Richmond, Virginia

Opinion

We have audited the accompanying statement of revenues and certain operating expenses (the “Statement”) of Overland Park Caliber Collision Property (the “Property”) for the year ended December 31, 2025, and the related notes.

In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses of the Property for the year ended December 31, 2025, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the Property and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

The accompanying Statement was prepared as described in Note 1, for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the Property’s revenues and expenses. As a result, the Statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Statement

Management is responsible for the preparation and fair presentation of the Statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statement that is free from material misstatement, whether due to fraud or error.

In preparing the Statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Property’s ability to continue as a going concern within one year after the date that the Statement is available to be issued.

Auditor’s Responsibilities for the Audit of the Statement

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Statement.

In performing an audit in accordance with generally accepted auditing standards, we:

● Exercise professional judgment and maintain professional skepticism throughout the audit.

● Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Statement.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Statement.

● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Property’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Cherry Bekaert, LLP

Richmond, Virginia

September 25, 2026

OVERLAND PARK CALIBER COLLISION PROPERTY

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

Six Months Ended June 30, 2026 (unaudited) and

Year Ended December 31, 2025

Six months ended

June 30, 2026

Year ended December 31, 2025

Unaudited

REVENUES

Investment property revenues

191,635

383,269

Total revenues

191,635

383,269

CERTAIN OPERATING EXPENSES

Total certain operating expenses

Revenues in excess of certain operating expenses

191,635

383,269

See accompanying notes to statements of revenues and certain operating expenses.

Notes to Statements of Revenues and Certain Operating Expenses

Note 1. Basis of Presentation

The accompanying statements of revenues and certain operating expenses (the “Statements”) include the operations of the single tenant net leased real property asset located at 14939 Metcalf Avenue, Overland Park, Kansas, 66223 (the “Property”).

The Statements have been prepared for the purpose of complying with Rule 8-06 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Statements are not representative of the actual operations for the periods presented, as revenues and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Property, have been excluded. Such excluded items include certain legal, accounting, and interest expenses, non-cash expenses such as depreciation, amortization, and amortization of above-market and below-market leases, and interest income. Management is not aware of any material factors during the year ended December 31, 2025 or the six months ended June 30, 2026 (unaudited) that would cause the reported financial information not to be indicative of future operating results.

Note 2. Nature of Business and Summary of Significant Accounting Policies

Basis of accounting:

The Statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”) as determined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

Revenue recognition:

The Property’s single source of revenue is from a lease agreement (the “Lease”) with Caliber Holdings LLC (the “Tenant”), the parent company for Caliber Collision, one of the largest automotive collision repair and auto care providers in the United States, with over 1,800 locations in 41 states. Under the terms of the Lease, the Tenant is responsible for the direct payment of all utilities, real estate taxes and repairs and maintenance costs. In addition, the Tenant is responsible for maintaining insurance on the Property.

The Property recognizes rental revenue from the Tenant on a straight-line basis over the lease term when collectability is reasonably assured and the Tenant has taken possession or controls the physical use of the leased asset. Tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses would be recognized as revenue in the period the applicable expenses are incurred. However, under the absolute net structure of the Lease, the Tenant is responsible for the direct payment of such expenses. Accordingly, no such tenant recovery revenues or operating expenses are recorded on the Statements in connection with the lease on the Property.

Recognition of revenues from leases is covered under Accounting Standard Update 2016-02, Leases (Topic 842) (“ASC No. 842”). In accordance with ASC No. 842, the Property elected the practical expedient that permits lessors to elect to not separate non-lease components from associated lease components if certain criteria are met. Management assessed these criteria with respect to the operating lease related to the Property and determined it qualifies for this non-separation practical expedient. However, since there are no non-lease components under the Lease, base rent revenues are the only component of rent revenues recorded under investment property revenues on the Statements for the six months ended June 30, 2026 (unaudited) and for the year ended December 31, 2025.

Use of estimates:

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain operating expenses during the reporting period to present the Statements in conformity with GAAP. Actual results could differ from those estimates.

Note 3. Minimum Future Lease Rentals

As of June 30, 2026, the minimum future cash rents receivable under the Lease in each of the next five years and thereafter are as follows:

(Unaudited)

For the remaining six months ending December 31, 2026

173,748

2027

347,496

2028

361,975

2029

382,246

2030

382,246

Thereafter

3,089,819

Total future rents

4,737,530

Note 4. Tenant Concentrations

For the six months ended June 30, 2026, and the year ended December 31, 2025, the Tenant represented 100 percent of the Property’s rental revenues.

Note 5. Commitments and Contingencies

The Property may be subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that if any such actions arise, the ultimate settlement of these actions will not have a material adverse effect on the Property’s results of operations.

Note 6. Subsequent Events

As of September 25, 2026, the following event has occurred subsequent to the June 30, 2026 effective date of the accompanying Statements:

On July 29, 2026, the Property was acquired by MDI Overland Park Net Lease DST, a wholly-owned subsidiary of Medalist Diversified, Inc., from 14939 Metcalf Ave., LLC.

EX-99.2

Filename: mdrr-20260729xex99d2.htm · Sequence: 4

Exhibit 99.2

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026

and

Unaudited Pro Forma Consolidated Statements of Operations for the

six months ended June 30, 2026 and the year ended December 31, 2025

Summary of Unaudited Pro Forma Consolidated Financial Statements

The following pro forma financial information is presented in accordance with Article 11 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”). In accordance with Article 11 of Regulation S-X, certain unaudited financial information for the properties disposed of since December 31, 2025 that are not individually significant have also been presented.

On October 23, 2025, Medalist Diversified, Inc. (the “Company”), through its operating partnership, Medalist Diversified Holdings, LP (the “Operating Partnership”), and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a building at 2106 Statesville Blvd., Salisbury, North Carolina (the “Salisbury Property”) to an unaffiliated purchaser. The total sales price received for the Salisbury Property was $9,930,000. The net cash to the Company was approximately $4.45 million after payment of closing costs and repayment of approximately $5.145 million of debt.

On December 30, 2025, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of those certain tracts of real property at 2545 Scottsville Road, Bowling Green, Kentucky (the “Buffalo Wild Wings Property”) and 376 Dan Tibbs Road NW, Huntsville, Alabama (the “United Rentals Property”), each containing a single building, to an unaffiliated purchaser. The total sales price received for the two properties was $5,299,500.

On February 13, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing three buildings at 1244 Executive Boulevard, Chesapeake, Virginia (the “Greenbrier Property”) to an unaffiliated purchaser. The total sales price received for the Greenbrier Property was $11,000,000. The Company used $7,000,000 of the proceeds from the sale of the Greenbrier Property to repay a portion of the Wells Fargo Mortgage Facility that was cross collateralized by the Greenbrier Property.

On February 27, 2026, the Company through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, and PMI Parkway, LLC (“PMI”), a Delaware limited liability company not affiliated with the Company, completed the disposition of that certain tract of real property containing two buildings at 2697 International Parkway, Virginia Beach, Virginia (the “Parkway Property”) to an unaffiliated purchaser. The total sales price received for the Parkway Property was $7,825,000. The Company and PMI used $4,735,614 of the proceeds from the sale of the Parkway Property to fully repay the mortgage loan collateralized by the Parkway Property.

On March 30, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing eight buildings at 3940 East Franklin Boulevard in Gastonia, North Carolina (the “Franklin Square Property”) to an unaffiliated purchaser. The total sales price received for the Franklin Square Property was $24,100,000. The Company used $12,954,175 of the proceeds from the sale of the Franklin Square Property to fully repay the mortgage loan collateralized by the Franklin Square Property.

On June 24, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a single building at 3535 N. Central Avenue, Chicago, Illinois 60634 (the “Citibank Property”). The total sales price received for the Citibank Property was $2,150,000.

On July 29, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing three buildings at 201 N. Berkeley Boulevard, Goldsboro, North Carolina (the “Ashley Plaza Property”) to an unaffiliated purchaser. The total sales price received for the Ashley Plaza Property was $16,275,000. The Company used $10,113,493 of the proceeds from the sale of the Ashley Plaza Property to defease and retire its obligations under the mortgage loan collateralized by the Ashley Plaza Property.

On September 1, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the disposition of that certain tract of real property containing a single building at 48 Brookfield Oaks Drive, Greenville, South Carolina (the “Brookfield Property”) to an unaffiliated purchaser. The total sales price received for the Brookfield Property was $10,100,000. The Company used $4,342,261 of the proceeds from the sale of the Brookfield Property to defease and retire its obligations under the mortgage loan collateralized by the Brookfield Property.

Collectively, the eight disposition transactions are referenced herein as the “Dispositions.”

On June 22, 2026, as a result of the sale of a majority of the Class 1 beneficial interests in MDRR XXV DST 1 (“XXV DST 1”), the owner of that certain tract of real property containing a single building at 312 East Nine Mile Road, Pensacola, Florida 32514 (the “Tesla Pensacola Property”), the Company deconsolidated the XXV DST 1 entity and removed all assets and liabilities held by XXV DST 1 from its condensed consolidated financial statements (the “Deconsolidation”). As of June 30, 2026, the Company had received approximately $6,777,444 in net cash proceeds from the sale of 84.7% of the Class 1 beneficial interests in XXV DST 1. As of September 1, 2026, the Company had sold 100% of the Class 1 beneficial interests in XXV DST 1, generating approximately $7,983,278 in net cash proceeds.

On July 29, 2026, the Company, through the Operating Partnership and the Operating Partnership’s wholly owned subsidiaries, completed the acquisition of that certain tract of real property containing an automotive service building consisting of approximately 16,100 square feet at 14939 Metcalf Avenue, Overland Park, Kansas (the “Overland Park Property”) from an unaffiliated seller. The total purchase price paid by the Company for the Overland Park Property was $5,800,000. The Company funded the acquisition using cash on hand.

The following unaudited pro forma consolidated financial statements and accompanying notes should be read in conjunction with the condensed consolidated balance sheet of Medalist Diversified, Inc. and Subsidiaries as of June 30, 2026 (unaudited), the condensed consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the six months ended June 30, 2026 (unaudited), and the audited consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the year ended December 31, 2025.

The following unaudited pro forma consolidated balance sheet as of June 30, 2026 has been prepared to give effect to the sale of the Ashley Plaza and Brookfield Properties and the acquisition of the Overland Park Property as if these transactions had occurred on June 30, 2026.

The following unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026 has been prepared to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties, the Deconsolidation of the XXV DST 1 entity, and the acquisition of the Overland Park Property, as if these transactions had occurred on January 1, 2026.

The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 has been prepared to give effect to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties, the Deconsolidation of the XXV DST 1 entity, and the acquisition of the Overland Park Property, as if these transactions had occurred on January 1, 2025.

The Company has based the unaudited pro forma adjustments on available information and assumptions that it believes are reasonable. These unaudited pro forma consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the Dispositions and the Deconsolidation been consummated as of the date indicated.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of June 30, 2026

Pro Forma Adjustments

Dispositions (b)

Acquisition (c)

Historical

Ashley Plaza

Brookfield

Overland Park

Pro Forma

June 30, 2026 (a)

Property

June 30, 2026

(Unaudited)

ASSETS

Investment properties, net

12,183,994

—

(5,400,182)

(ii)

—

6,783,812

Cash and cash equivalents

6,382,359

5,745,400

(i)

5,389,204

(i)

(5,866,285)

(i)

11,650,678

Restricted cash

1,045,414

—

1,045,414

Investment in marketable securities

20,720,749

—

20,720,749

Rent and other receivables, net of allowance

111,645

—

111,645

Assets held for sale

11,886,710

(11,736,710)

(ii)

—

5,892,313

(ii)

6,042,313

Equity investment

1,312,047

—

1,312,047

Unbilled rent

539,173

(231,733)

(iii)

(107,899)

(iii)

—

199,541

Intangible lease assets, net

194,050

—

194,050

Other intangible assets

402,964

—

402,964

Deferred tax assets, net

2,304,144

—

2,304,144

Other assets

733,607

(101,830)

(iv)

—

631,777

Total Assets

57,816,856

(6,324,873)

(118,877)

26,028

51,399,134

LIABILITIES

Accounts payable and accrued liabilities

789,824

—

789,824

Liabilities associated with assets held for sale

10,372,233

(10,372,233)

(v)

—

26,028

(iii)

26,028

Intangible lease liabilities, net

333,785

—

333,785

Mortgages payable, net

9,041,598

—

(4,272,594)

(v)

—

4,769,004

Total Liabilities

20,537,440

(10,372,233)

(4,272,594)

26,028

5,918,641

EQUITY

Common stock

16,285

—

16,285

Additional paid-in capital

58,182,979

—

58,182,979

Offering costs

(3,782,521)

—

(3,782,521)

Accumulated deficit

(30,384,954)

4,047,360

(vi)

4,153,717

(vi)

—

(22,183,877)

Total Stockholders' Equity

24,031,789

4,047,360

4,153,717

—

32,232,866

Noncontrolling interests - Parkway Property

2,942

—

2,942

Noncontrolling interests - Operating Partnership

13,244,685

—

13,244,685

Total Equity

37,279,416

4,047,360

4,153,717

—

45,480,493

Total Liabilities and Equity

57,816,856

(6,324,873)

(118,877)

26,028

51,399,134

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2026

Notes to unaudited pro forma consolidated balance sheet as of June 30, 2026

(a) Historical financial information was derived from the condensed consolidated balance sheet of the Company as of June 30, 2026 (unaudited).

(b) Adjustments to give effect to the sale of the Ashley Plaza and Brookfield Properties as if each disposition had occurred on June 30, 2026.

(i) Represents net cash proceeds to the Company from the sale of the respective properties after payment of closing costs and repayment of debt.

(ii) Represents book value of the asset group disposed of at closing, including land, site improvements, building and tenant improvements, and lease intangibles, including leasing commissions, leases in place, above market leases, and legal and marketing costs associated with replacing existing leases. For the Brookfield Property, investment property assets had not been reclassified to assets held for sale as of June 30, 2026.

(iii) Represents the write-off of unbilled rent resulting from recording rent revenue on a straight line basis.

(iv) Represents the book value of the roof warranty that was part of the asset group transferred to the purchaser at closing.

(v) Represents the mortgages held for sale and intangible liabilities held for sale that were retired at closing. For the Brookfield Property, mortgages and intangible liabilities had not been reclassified to held for sale status as of June 30, 2026.

(vi) Represents the gain on sale recorded at closing, offset by loss on extinguishment of debt related to the unamortized loan issuance costs related to the debt that was repaid at closing.

(c) Adjustments to give effect to the acquisition of the Overland Park Property as if the acquisition had occurred on June 30, 2026.

(i) The acquisition cost was funded with $5,866,285 in cash from the Company, consisting of the $5,800,000 purchase price and approximately $66,285 of capitalized closing costs.

(ii) Amounts recorded to assets held for sale include tangible assets acquired at closing, including land, site improvements, building and tenant improvements, and lease intangibles, including leasing commissions, leases in place, and legal and marketing costs associated with replacing existing leases, and are recorded at fair value in accordance with ASC 805.

(iii) Amounts recorded to liabilities associated with assets held for sale acquired at closing, consisting of intangible lease liabilities - below market leases of $26,028.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the six months ended June 30, 2026

Pro Forma Adjustments

Dispositions (b)

Acquisition (d)

Historical

Tesla Property

Six Months

Sales of DST

Pro Forma

Ended

Interests and

Six Months

June 30, 2026

Parkway

Greenbrier

Franklin Square

Citibank

Ashley Plaza

Brookfield

Deconsolidation

Overland Park

Ended

(a)

Property

(c)

Property

June 30, 2026

(unaudited)

REVENUE

Investment property revenues

3,501,895

(150,687)

(i)

(145,466)

(i)

(675,467)

(i)

(70,494)

(i)

(845,470)

(i)

(476,852)

(i)

(529,948)

(i)

191,635

(i)

799,146

DST sponsorship program revenues

465,792

—

465,792

Total Revenue

3,967,687

(150,687)

(145,466)

(675,467)

(70,494)

(845,470)

(476,852)

(529,948)

191,635

1,264,938

OPERATING EXPENSES

Investment property operating expenses

1,043,070

(53,803)

(ii)

(45,227)

(ii)

(228,110)

(ii)

—

(266,309)

(ii)

(139,502)

(ii)

(1,191)

(ii)

—

(ii)

308,928

DST sponsorship program expenses

464,430

—

464,430

Bad debt expense

12,991

(634)

(iii)

(12,357)

(iii)

—

Share based compensation expenses

224,220

—

224,220

Legal, accounting and other professional fees

869,015

—

869,015

Corporate general and administrative expenses

579,850

—

579,850

Impairment of assets held for sale

465,327

—

(217,960)

(iv)

—

247,367

Depreciation and amortization

819,447

—

(59,271)

(v)

(26,906)

(v)

(278,905)

(v)

(100,527)

(v)

—

(iii)

—

(iii)

353,838

Total Operating Expenses

4,478,350

(54,437)

(57,584)

(287,381)

(244,866)

(545,214)

(240,029)

(1,191)

—

3,047,648

Gain (loss) on disposal of investment properties

12,785,020

(1,040,870)

(vi)

(4,213,586)

(vi)

(7,580,745)

(vi)

50,181

(vi)

—

Loss on extinguishment of debt

(372,340)

64,320

(vii)

112,203

(vii)

195,817

(vii)

—

Operating Income (Loss)

11,902,017

(1,072,800)

(4,189,265)

(7,773,014)

224,553

(300,256)

(236,823)

(528,757)

191,635

(1,782,710)

Interest expense

753,827

(37,845)

(viii)

(39,414)

(viii)

(83,419)

(viii)

—

(198,970)

(viii)

(90,132)

(viii)

(193,821)

(iv)

—

110,226

Net Income (Loss) from Operations

11,148,190

(1,034,955)

(4,149,851)

(7,689,595)

224,553

(101,286)

(146,691)

(334,936)

191,635

(1,892,936)

Other income

824,219

—

(63,478)

(ix)

(103,942)

(v)

—

656,799

Other expense

(132,015)

7,224

(ix)

—

(124,791)

Net Income (Loss) before Income Taxes

11,840,394

(1,027,731)

(4,149,851)

(7,689,595)

224,553

(101,286)

(210,169)

(438,878)

191,635

(1,360,928)

Income tax benefit

2,076,254

—

2,076,254

Net Income (Loss)

13,916,648

(1,027,731)

(4,149,851)

(7,689,595)

224,553

(101,286)

(210,169)

(438,878)

191,635

715,326

Less: Net income attributable to Parkway Property noncontrolling interests

184,990

(184,990)

(x)

—

Less: Net income attributable to DST Entities

121,818

—

(121,818)

(vi)

—

Less: Net income attributable to Operating Partnership noncontrolling interests

5,061,715

(325,045)

(xi)

(1,600,598)

(xi)

(2,965,877)

(xi)

86,610

(xi)

(39,066)

(xi)

(81,062)

(xi)

(122,290)

(vii)

73,914

(iv)

88,301

Net Income Attributable to Medalist Common Shareholders

8,548,125

(517,696)

(2,549,253)

(4,723,718)

137,943

(62,220)

(129,107)

(194,770)

117,721

627,025

Earnings per common share - basic

5.95

0.44

Weighted-average number of shares - basic

1,436,234

Earnings per common share - diluted

4.74

0.35

Weighted-average number of shares - diluted

1,804,846

Dividends paid per common share

0.1350

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Notes to unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026

(a) Historical financial information was derived from the condensed consolidated statement of operations of the Company for the six months ended June 30, 2026 (unaudited).

(b) Adjustments to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties as if the dispositions had occurred on January 1, 2026.

(i) Represents the investment property revenues recognized during the six months ended June 30, 2026. Investment property revenues include rent, common area maintenance (“CAM”) revenues, and percentage rent. Rent revenues are presented on a straight-line basis.

(ii) Represents the investment property operating expenses incurred during the six months ended June 30, 2026.

(iii) Represents the bad debt expense recorded during the six months ended June 30, 2026.

(iv) Represents the impairment of assets held for sale recorded during the six months ended June 30, 2026.

(v) Represents the depreciation and amortization expenses recorded during the six months ended June 30, 2026.

(vi) Represents the gain (loss) on disposition of investment properties recorded during the six months ended June 30, 2026.

(vii) Represents the loss on extinguishment of debt recorded during the six months ended June 30, 2026.

(viii) Represents the interest expense incurred on the related mortgages recorded during the six months ended June 30, 2026.

(ix) Represents the other income and expense recorded during the six months ended June 30, 2026.

(x) Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the six months ended June 30, 2026.

(xi) Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the net income recorded for the six months ended June 30, 2026.

(c) Represents the impact of the deconsolidation of the XXV DST 1 entity resulting from the sale of a majority of the Class 1 beneficial ownership interests in the XXV DST 1 entity as if the deconsolidation had occurred on January 1, 2026.

(i) Represents the investment property revenues recognized during the six months ended June 30, 2026. For the XXV DST 1 entity, investment property revenues include only rent revenues, which are presented on a straight-line basis.

(ii) Represents the investment property operating expenses incurred during the six months ended June 30, 2026.

(iii) Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv) Represents the interest expense incurred on the related mortgages recorded during the six months ended June 30, 2026.

(v) Represents the other income recorded during the six months ended June 30, 2026.

(vi) Represents the noncontrolling owner’s 21.6% share of the XXV DST 1 entity’s net income recorded for the six months ended June 30, 2026.

(vii) Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the net income recorded for the six months ended June 30, 2026.

Notes to unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026, continued

(d) Adjustments to give effect to the acquisition of the Overland Park Property as if the acquisition had occurred on January 1, 2026.

(i) Represents rental revenues for the Overland Park Property that would have been recognized for the six months ended June 30, 2026 based on the terms of the lease with the tenant that is currently in place. Rental revenues are presented on a straight-line basis.

(ii) Under the net-lease structure of the lease, all operating expenses, including maintenance, real estate taxes and insurance, are the responsibility of the tenant. Accordingly, no operating expenses are projected to be incurred.

(iii) Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv) Represents the Operating Partnership’s pro forma 38.57% weighted average noncontrolling ownership interest’s share of the Overland Park Property’s net income that would have been recorded for the six months ended June 30, 2026.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025

Pro Forma Adjustments (continued on following page)

Dispositions (b) (continued on following page)

Historical

Buffalo

United

Year Ended

Salisbury

Wild Wings

Rentals

Parkway

Greenbrier

December 31, 2025

Property

(a)

Disposition

(unaudited)

REVENUE

Investment property revenues

10,396,618

(767,676)

(i)

(129,616)

(i)

(164,623)

(i)

(871,771)

(i)

(1,103,839)

(i)

Total Revenue

10,396,618

(767,676)

(129,616)

(164,623)

(871,771)

(1,103,839)

OPERATING EXPENSES

Investment property operating expenses

2,778,232

(207,159)

(ii)

—

(234,480)

(ii)

(238,139)

(ii)

Bad debt expense

2,382

(1,061)

(iii)

—

(161)

(iii)

(1,160)

(iii)

Share based compensation expenses

397,182

—

Legal, accounting and other professional fees

1,594,707

—

Corporate general and administrative expenses

1,283,334

—

Loss on impairment

74,328

—

(3,400)

(iv)

Impairment of assets held for sale

662,394

—

(160,789)

(v)

(381,605)

(v)

—

Depreciation and amortization

3,347,577

(281,485)

(vi)

(64,169)

(vi)

(101,032)

(vi)

(284,563)

(vi)

(206,664)

(vi)

Total Operating Expenses

10,140,136

(489,705)

(224,958)

(482,637)

(519,204)

(449,363)

Gain (loss) on disposal of investment properties

731,439

(841,278)

(vii)

52,760

(vii)

57,079

(vii)

—

Loss on redemption of mandatorily redeemable preferred stock

(9,375)

—

Loss on extinguishment of debt

(430,644)

51,081

(viii)

—

Operating Income (Loss)

547,902

(1,068,168)

148,102

375,093

(352,567)

(654,476)

Interest expense

2,620,396

(208,497)

(ix)

—

(256,639)

(ix)

(246,882)

(ix)

Net (Loss) Income from Operations

(2,072,494)

(859,671)

148,102

375,093

(95,928)

(407,594)

Other income

361,498

—

Other expense

(224,777)

—

90,166

(x)

—

Net (Loss) Income

(1,935,773)

(859,671)

148,102

375,093

(5,762)

(407,594)

Less: Net income attributable to Parkway Property noncontrolling interests

1,036

—

(1,036)

(xi)

—

Less: Net income (loss) attributable to Operating Partnership noncontrolling interests

452,028

(387,798)

(xii)

66,809

(xii)

169,204

(xii)

(2,132)

(xii)

(183,866)

(xii)

Net (Loss) Income Attributable to Medalist Common Stockholders

(2,388,837)

(471,873)

81,293

205,889

(2,594)

(223,728)

Loss per share from operations - basic and diluted

(2.12)

Weighted-average number of shares - basic and diluted

1,127,768

Dividends paid per common share

0.17

See notes to unaudited pro forma consolidated financial statements

Continued on following page

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025

Continued from preceding page

Pro Forma Adjustments (continued from preceding page)

Dispositions (b) (continued from preceding page)

Acquisition (d)

Tesla Property -

Franklin

Ashley

Sales of DST

Square

Citibank

Plaza

Brookfield

Interests and

Pro Forma

Property

Deconsolidation

Overland Park

Year Ended

Disposition

(c)

Property

December 31, 2025

(unaudited)

REVENUE

Investment property revenues

(2,634,259)

(i)

(150,796)

(i)

(1,922,729)

(i)

(844,978)

(i)

(158,525)

(i)

383,269

(i)

2,031,075

Total Revenue

(2,634,259)

(150,796)

(1,922,729)

(844,978)

(158,525)

383,269

2,031,075

OPERATING EXPENSES

Investment property operating expenses

(648,597)

(ii)

—

(596,885)

(ii)

(256,201)

(ii)

(544)

(ii)

—

(ii)

596,227

Bad debt expense

—

Share based compensation expenses

—

397,182

Legal, accounting and other professional fees

—

1,594,707

Corporate general and administrative expenses

—

1,283,334

Loss on impairment

(56,957)

(iv)

—

(5,700)

(iv)

(8,271)

(iv)

—

Impairment of assets held for sale

—

120,000

Depreciation and amortization

(678,496)

(vi)

(80,715)

(vi)

(657,770)

(vi)

(226,434)

(vi)

—

(iii)

—

(iii)

766,249

Total Operating Expenses

(1,384,050)

(80,715)

(1,260,355)

(490,906)

(544)

4,757,699

Gain (loss) on disposal of investment properties

—

Loss on redemption of mandatorily redeemable preferred stock

—

(9,375)

Loss on extinguishment of debt

—

379,563

(iv)

—

Operating Income (Loss)

(1,250,209)

(70,081)

(662,374)

(354,072)

221,582

383,269

(2,735,999)

Interest expense

(535,041)

(ix)

—

(410,934)

(ix)

(186,545)

(ix)

(58,896)

(v)

—

716,962

Net (Loss) Income from Operations

(715,168)

(70,081)

(251,440)

(167,527)

280,478

383,269

(3,452,961)

Other income

(320,670)

(x)

—

(15,000)

(x)

(242)

(vi)

—

25,586

Other expense

—

90,585

(vii)

—

(44,026)

Net (Loss) Income

(1,035,838)

(70,081)

(251,440)

(182,527)

370,821

383,269

(3,471,401)

Less: Net income attributable to Parkway Property noncontrolling interests

—

Less: Net income (loss) attributable to Operating Partnership noncontrolling interests

(467,267)

(xii)

(31,614)

(xii)

(113,425)

(xii)

(82,338)

(xii)

167,277

(viii)

172,893

(iv)

(240,229)

Net (Loss) Income Attributable to Medalist Common Stockholders

(568,571)

(38,467)

(138,015)

(100,189)

203,544

210,376

(3,231,172)

Loss per share from operations - basic and diluted

(2.87)

Weighted-average number of shares - basic and diluted

1,127,768

Dividends paid per common share

0.17

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2025

(a) Historical financial information was derived from the consolidated statement of operations of the Company for the year ended December 31, 2025.

(b) Adjustments to give effect to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, Ashley Plaza, and Brookfield Properties as if the dispositions had occurred on January 1, 2025.

(i) Represents the investment property revenues recognized during the year ended December 31, 2025. Investment property revenues include rent, CAM revenues, and percentage rent. Rent revenues are presented on a straight-line basis.

(ii) Represents the investment property operating expenses incurred during the year ended December 31, 2025.

(iii) Represents the bad debt expense recorded during the year ended December 31, 2025.

(iv) Represents the loss on impairment recorded during the year ended December 31, 2025.

(v) Represents the impairment of assets held for sale recorded during the year ended December 31, 2025.

(vi) Represents the depreciation and amortization expenses recorded during the year ended December 31, 2025.

(vii) Represents the gain (loss) on disposition of investment properties recorded during the year ended December 31, 2025.

(viii) Represents the loss on extinguishment of debt recorded during the year ended December 31, 2025.

(ix) Represents the interest expense incurred on the related mortgages recorded during the year ended December 31, 2025.

(x) Represents the other income and expense recorded during the year ended December 31, 2025.

(xi) Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the year ended December 31, 2025.

(xii) Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the net income (loss) recorded for the year ended December 31, 2025.

(i) Represents the investment property revenues recognized during the year ended December 31, 2025. For the XXV DST 1 entity, investment property revenues include only rent revenues, which are presented on a straight-line basis.

(ii) Represents the investment property operating expenses incurred during the year ended December 31, 2025.

(iii) Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv) Represents the loss on extinguishment of debt recorded during the year ended December 31, 2025 resulting from the repayment of the Farmers Line of Credit.

Notes to unaudited pro forma consolidated statement of operations for the year ended December 31, 2025, continued

(v) During the year ended December 31, 2025, interest expense includes interest paid on (1) Farmers Line of Credit which financed the acquisition of the Tesla Property from July 18, 2025, the acquisition date, through November 7, 2025 and (2) the mortgage payable which refinanced the Farmers Line of Credit from November 7, 2025 through December 31, 2025.

(vi) Represents the other income recorded during the year ended December 31, 2025.

(vii) Represents the other expense recorded during the year ended December 31, 2025.

(viii) Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the net income (loss) recorded for the year ended December 31, 2025.

(d) Adjustments to give effect to the acquisition of the Overland Park Property as if the acquisition had occurred on January 1, 2025.

(i) Represents rental revenues for the Overland Park Property that would have been recognized for the year ended December 31, 2025 based on the terms of the lease with the tenant that is currently in place. Rental revenues are presented on a straight-line basis.

(iii) Under ASC 360, depreciation and amortization on assets held for sale is not recorded.

(iv) Represents the Operating Partnership’s pro forma 45.11% weighted average noncontrolling ownership interest’s share of the Overland Park Property’s net income that would have been recorded for the year ended December 31, 2025.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration