Form 8-K

8-K — Medalist Diversified, Inc.

Accession: 0001104659-26-090763

Filed: 2026-08-05

Period: 2026-07-31

CIK: 0001654595

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — mdrr-20260731x8k.htm (Primary)

EX-99.1 (mdrr-20260731xex99d1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mdrr-20260731x8k.htm · Sequence: 1

Medalist Diversified, Inc._July 31, 2026

0001654595false00016545952026-07-312026-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 5, 2026 (July 31, 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. ¨

ITEM 2.01

Completion of Acquisition or Disposition of Assets.

As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission by Medalist Diversified, Inc., a Maryland corporation (the “Company”) on February 4, 2026, on February 3, 2026, MDR Ashley Plaza, LLC, a Delaware limited liability company (the “Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Agreement”), with HPX Goldsboro Ashley Center LLC, a Delaware limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire from the Seller the Ashley Plaza Shopping Center, a 164,012 square foot retail property located in Goldsboro, North Carolina (the “Ashley Plaza Property”).

On July 31, 2026, the Company closed on the sale of the Ashley Plaza Property (the “Disposition”). The total sales price of the Ashley Plaza Property was $16,275,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $10,060,697 from the proceeds from the sale of the Ashley Plaza Property to defease and retire its obligations under the mortgage loan secured by the Ashley Plaza Property.

The foregoing description is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on March 6, 2026 and incorporated by reference herein.

The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Disposition and the consummation of prior dispositions, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(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 March 31, 2026.

Notes to Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2026.

Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 2026

Notes to Unaudited Pro Forma Consolidated Statement of Operations for the three months ended March 31, 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

99.1

Unaudited Pro Forma Financial Statements

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: August 5, 2026

By:

/s/ C. Brent Winn, Jr.

C. Brent Winn, Jr.

Chief Financial Officer

EX-99.1

Filename: mdrr-20260731xex99d1.htm · Sequence: 2

Exhibit 99.1

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2026

and

Unaudited Pro Forma Consolidated Statements of Operations for the

three months ended March 31, 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 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 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 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 Property was $2,150,000.

On July 31, 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, Gastonia, 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.

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

On June 20, 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”). The Company has received approximately $6,777,444 in net cash proceeds from the sale of 84.72% of the Class 1 beneficial interests in XXV DST 1.

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 March 31, 2026 (unaudited), the condensed consolidated statement of operations of Medalist Diversified, Inc. and Subsidiaries for the three months ended March 31, 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 March 31, 2026 has been prepared to give effect to the sale of the Citibank and the Ashley Plaza Properties, and the Deconsolidation of the XXV DST 1 entity as if these transactions had occurred on March 31, 2026.

The following unaudited pro forma consolidated statement of operations for the three months ended March 31, 2026 has been prepared to give effect to the sale of the Parkway, Greenbrier, Franklin Square, Citibank, and Ashley Plaza Properties, and the Deconsolidation of the XXV DST 1 entity as if these transactions had occurred on January 1, 2026.

The following unaudited pro forma consolidated statement of operations for year ended December 31, 2025 has been prepared to give effect to the to the sale of the Salisbury, Buffalo Wild Wings, United Rentals, Parkway, Greenbrier, Franklin Square, Citibank, and Ashley Plaza Properties, and the Deconsolidation of the XXV DST 1 entity, 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 had been consummated as of the date indicated.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Balance Sheet

As of March 31, 2026

Pro Forma Adjustments - Dispositions (b)

Tesla Property -

Sales of DST

Interests and

Historical

Citibank

Ashley Plaza

Deconsolidation

Pro Forma

March 31, 2026 (a)

Property

(c)

March 31, 2026

(Unaudited)

ASSETS

Investment properties, net

25,448,825

—

25,448,825

Cash and cash equivalents

8,604,528

2,077,057

(i)

5,745,400

(i)

6,777,444

(i)

21,127,372

Restricted cash

830,737

—

830,737

Investment in marketable securities

12,416,668

—

12,416,668

Rent and other receivables, net of allowance

323,688

—

323,688

Assets held for sale

15,375,555

(2,158,091)

(ii)

(11,736,710)

(ii)

(14,978,188)

(ii)

(11,339,343)

Equity investment

—

1,312,047

(iii)

1,312,047

Unbilled rent

619,952

(39,523)

(iii)

(231,733)

(iii)

(152,765)

(iv)

235,454

Intangible lease assets, net

1,174,129

—

1,174,129

Other intangible assets

423,352

—

423,352

Deferred tax assets, net

2,550,596

—

2,550,596

Other assets

1,155,757

—

(101,830)

(iv)

—

1,053,927

Total Assets

68,923,787

(120,557)

(6,324,873)

(7,041,462)

55,557,452

LIABILITIES

Accounts payable and accrued liabilities

1,124,848

—

1,124,848

Liabilities associated with assets held for sale

7,961,567

(71,091)

(v)

—

(7,505,754)

(v)

455,813

Intangible lease liabilities, net

754,472

—

(333,621)

(v)

—

420,851

Mortgages payable, net

19,196,937

—

(10,038,611)

(v)

—

9,158,326

Total Liabilities

29,037,824

(71,091)

(10,372,232)

(7,505,754)

11,159,838

EQUITY

Common stock

14,285

—

14,285

Additional paid-in capital

55,940,486

—

55,940,486

Offering costs

(3,782,521)

—

(3,782,521)

Accumulated deficit

(29,869,847)

(49,466)

(vi)

4,047,359

(vi)

464,292

(vi)

(25,358,196)

Total Stockholders' Equity

22,302,403

(49,466)

4,047,359

464,292

26,814,054

Noncontrolling interests - Parkway Property

8,490

—

8,490

Noncontrolling interests - DST Entities

2,136,562

—

2,136,562

Noncontrolling interests - Operating Partnership

15,438,508

—

15,438,508

Total Equity

39,885,963

(49,466)

4,047,359

464,292

44,397,614

Total Liabilities and Equity

68,923,787

(120,557)

(6,324,873)

(7,041,462)

55,557,452

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2026

Notes to unaudited pro forma consolidated balance sheet as of March 31, 2026

(a) Historical financial information was derived from the condensed consolidated balance sheet of the Company as of March 31, 2026 (unaudited).

(b) Adjustments to give effect to the sale of the Citibank and Ashley Plaza Properties as if each disposition had occurred on March 31, 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, if applicable.

(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.

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

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

(ii) Represents the mortgages held for sale and intangible liabilities held for sale that were retired at closing. For the Ashley Plaza Property, mortgages and intangible liabilities had not been reclassified to held for sale status as of March 31, 2026.

(v) 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) 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 March 31, 2026.

(i) The Company has received approximately $6,777,444 in net cash proceeds from the sale of 84.72% of the Class 1 beneficial interests in XXV DST 1.

(ii) Represents the book value of the assets, 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, removed from the Company’s condensed consolidated balance sheet as a result of the deconsolidation of the XXV DST 1 entity.

(iii) Represents the fair market value of the Company’s remaining 15.28% beneficial ownership in the XXV DST 1 entity.

(iv) Represents the amount of unbilled rent resulting from recording rent revenue on a straight line basis removed from the Company’s condensed consolidated balance sheet as a result of the deconsolidation of the XXV DST 1 entity.

(v) Represents the mortgages held for sale and intangible liabilities held for sale removed from the Company’s condensed consolidated balance sheet as a result of the deconsolidation of the XXV DST 1 entity.

(vi) Represents the revenues recognized as a result of the deconsolidation.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the three months ended March 31, 2026

Pro Forma Adjustments - Dispositions (b)

Historical

Tesla Property

Three Months

Sales of DST

Pro Forma

Ended

Interests and

Three Months

March 31, 2026

Parkway

Greenbrier

Franklin Square

Citibank

Ashley Plaza

Deconsolidation

Ended

(a)

Property

(c)

March 31, 2026

(unaudited)

REVENUE

Investment property revenues

2,159,265

(140,928)

(i)

(140,091)

(i)

(635,357)

(i)

(37,700)

(i)

(439,253)

(i)

(264,974)

(i)

500,962

Total Revenue

2,159,265

(140,928)

(140,091)

(635,357)

(37,700)

(439,253)

(264,974)

500,962

OPERATING EXPENSES

Investment property operating expenses

641,264

(53,860)

(ii)

(37,823)

(ii)

(191,762)

(ii)

—

(144,350)

(ii)

(110)

(ii)

213,359

DST sponsorship program expenses

222,896

—

222,896

Share based compensation expenses

224,220

—

224,220

Legal, accounting and other professional fees

415,779

—

415,779

Corporate general and administrative expenses

348,189

—

348,189

Depreciation and amortization

488,770

—

(59,271)

(iii)

(20,178)

(iii)

(166,211)

(iii)

—

(iii)

243,110

Total Operating Expenses

2,341,118

(53,860)

(37,823)

(251,033)

(20,178)

(310,561)

(110)

1,667,553

Gain on disposal of investment properties

12,850,227

(1,040,870)

(iv)

(4,228,612)

(iv)

(7,580,745)

(iv)

—

Loss on extinguishment of debt

(372,340)

64,320

(v)

112,203

(v)

195,817

(v)

—

Operating Income (Loss)

12,296,034

(1,063,618)

(4,218,677)

(7,769,252)

(17,522)

(128,692)

(264,864)

(1,166,591)

Interest expense

456,095

(37,845)

(vi)

(39,414)

(vi)

(83,419)

(vi)

—

(99,977)

(vi)

(96,375)

(iv)

99,065

Net Income (Loss) from Operations

11,839,939

(1,025,773)

(4,179,263)

(7,685,833)

(17,522)

(28,715)

(168,489)

(1,265,656)

Other income

275,815

—

(34,441)

(v)

241,374

Other expense

(71,627)

7,224

(vii)

—

(64,403)

Net Income (Loss) before Income Taxes

12,044,127

(1,018,549)

(4,179,263)

(7,685,833)

(17,522)

(28,715)

(202,930)

(1,088,685)

Income tax benefit

2,078,642

—

2,078,642

Net Income (Loss)

14,122,769

(1,018,549)

(4,179,263)

(7,685,833)

(17,522)

(28,715)

(202,930)

989,957

Less: Net income attributable to Parkway Property noncontrolling interests

183,338

(183,338)

(viii)

—

Less: Net income attributable to DST Entities

43,827

—

(43,827)

(vi)

—

Less: Net income attributable to Operating Partnership noncontrolling interests

4,928,795

(322,558)

(ix)

(1,614,031)

(ix)

(2,968,269)

(ix)

(6,767)

(ix)

(11,090)

(ix)

(61,446)

(vii)

(55,366)

Net Income Attributable to Medalist Common Shareholders

8,966,809

(512,653)

(2,565,232)

(4,717,564)

(10,755)

(17,625)

(97,657)

1,045,323

Income per share from operations - basic

7.01

0.82

Weighted-average number of shares - basic

1,279,523

Income per share from operations - diluted

4.85

0.69

Weighted-average number of shares - diluted

1,848,135

Dividends paid per common share

0.0675

See notes to unaudited pro forma consolidated financial statements

MEDALIST DIVERSIFIED, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Notes to unaudited pro forma consolidated statement of operations for the three months ended March 31, 2026

(a) Historical financial information was derived from the condensed consolidated statement of operations of the Company for the three months ended March 31, 2026 (unaudited).

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

(i) Represents the investment property revenues recognized during the three months ended March 31, 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 three months ended March 31, 2026.

(iii) Represents the depreciation and amortization expenses recorded during the three months ended March 31, 2026.

(iv) Represents the gain on disposition of investment properties recorded during the three months ended March 31, 2026.

(v) Represents the loss on extinguishment of debt recorded during the three months ended March 31, 2026.

(vi) Represents the interest expense incurred on the related mortgages recorded during the three months ended March 31, 2026.

(vii) Represents the other expense recorded during the three months ended March 31, 2026.

(viii) Represents the noncontrolling owner’s 18.0% share of the Parkway Property’s net income recorded for the three months ended March 31, 2026.

(ix) Represents the Operating Partnership’s pro forma 38.62% weighted average noncontrolling ownership interest’s share of the net income recorded for the three months ended March 31, 2026.

(i) Represents the investment property revenues recognized during the three months ended March 31, 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 three months ended March 31, 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 three months ended March 31, 2026.

(v) Represents the other income recorded during the three months ended March 31, 2026.

(vi) Represents the noncontrolling owner’s 21.6% share of the XXV DST 1 entity’s net income recorded for the three months ended March 31, 2026.

(vii) Represents the Operating Partnership’s pro forma 38.62% weighted average noncontrolling ownership interest’s share of the net income recorded for the three months ended March 31, 2026.

Medalist Diversified, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025

Pro Forma Adjustments - Dispositions (b)

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

—

(iv)

—

(3,400)

(iv)

Impairment of assets held for sale

662,394

—

(v)

(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

—

(x)

—

Other expense

(224,777)

—

90,166

—

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

—

(xi)

—

(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 Shareholders

(2,388,837)

(471,873)

81,293

205,889

(2,594)

(223,728)

Loss per share from operations - basic and diluted

(2.118)

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 - Dispositions (b) (continued)

Tesla Property -

Franklin

Ashley

Sales of DST

Square

Citibank

Plaza

Interests and

Pro Forma

Property

Deconsolidation

Year Ended

Disposition

(c)

December 31, 2025

(unaudited)

REVENUE

Investment property revenues

(2,634,259)

(i)

(150,796)

(i)

(1,922,729)

(i)

(158,525)

(i)

2,492,784

Total Revenue

(2,634,259)

(150,796)

(1,922,729)

(158,525)

2,492,784

OPERATING EXPENSES

Investment property operating expenses

(648,597)

(ii)

—

(596,885)

(ii)

(544)

(ii)

852,428

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

Impairment of assets held for sale

—

120,000

Depreciation and amortization

(678,496)

(vi)

(80,715)

(vi)

(657,770)

(vi)

—

(iii)

992,683

Total Operating Expenses

(1,384,050)

(80,715)

(1,260,355)

(544)

5,248,605

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)

221,582

(2,765,196)

Interest expense

(535,041)

(ix)

—

(410,934)

(ix)

(58,896)

(v)

903,507

Net (Loss) Income from Operations

(715,168)

(70,081)

(251,440)

280,478

(3,668,703)

Other income

(320,670)

(x)

—

(242)

(vi)

40,586

Other expense

—

90,585

(vii)

(44,026)

Net (Loss) Income

(1,035,838)

(70,081)

(251,440)

370,821

(3,672,143)

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)

167,277

(viii)

(330,781)

Net (Loss) Income Attributable to Medalist Common Shareholders

(568,571)

(38,467)

(138,015)

203,544

(3,341,362)

Loss per share from operations - basic and diluted

(2.96)

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 and Ashley Plaza 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 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 and Merchants line of credit.

(v) During the year ended December 31, 2025, interest expense includes interest paid on (1) the acquisition line of credit (“ALOC”) 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 ALOC 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.

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