MDRR / Medalist Diversified REIT, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

PURCHASE AND SALE AGREEMENT

EXHIBIT 10.2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 8th day of August, 2025 (the “Effective Date”) by and between MDR Salisbury, LLC, a Delaware limited liability company (“Seller”), having an address of P.O. Box 8436, Richmond, VA 23226, Attn: Brent Winn, Chief Financial Officer, and Salisbury SC LLC, a Delaware limited

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 8, 2025 Medalist Diversifi

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 8, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

EXCHANGE AGREEMENT

EXHIBIT 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is made as of August 8, 2025, by and among MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the “Company”), MEDALIST DIVERSIFIED REIT, Inc., a Maryland corporation and the general partner of the Company (the “General Partner”), and FRANCIS P. KAVANAUGH (the “Subscriber”) on the terms and conditions set f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No: 001-38

Continuing Guaranty, dated as of July 18, 2025, by Medalist Diversified REIT, Inc. in favor of Farmers and Merchant Bank of Long Beach

Exhibit 10.2 CONTINUING GUARANTY This Continuing Guaranty (“Guaranty”) is made as of July 18, 2025, by the undersigned, MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation (herein called “Guarantor”), at the solicitation of MDRR XXV DEPOSITOR 1, LLC, a Delaware limited liability company (“Borrower”), pursuant to which Guarantor is requesting that FARMERS AND MERCHANTS BANK OF LONG BEACH, a Cal

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 18, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

Loan Agreement, dated as of July 18, 2025, by and between MDRR XXV Depositor 1, LLC and Farmers and Merchants Bank of Long Beach

Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (the “Agreement”) is made as of July 18, 2025, by and between MDRR XXV DEPOSITOR 1, LLC, a Delaware limited liability company (“Borrower”), on the one hand, and FARMERS AND MERCHANTS BANK OF LONG BEACH, a California corporation (“Lender”), on the other hand, with respect to the following facts: RECITALS A.Borrower has applied to Lender for a loan the

Continuing Guaranty, dated as of July 18, 2025, by Medalist Diversified Holdings, LP in favor of Farmers and Merchant Bank of Long Beach

Exhibit 10.3 CONTINUING GUARANTY This Continuing Guaranty (“Guaranty”) is made as of July 18, 2025, by the undersigned, MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (herein called “Guarantor”), at the solicitation of MDRR XXV DEPOSITOR 1, LLC, a Delaware limited liability company (“Borrower”), pursuant to which Guarantor is requesting that FARMERS AND MERCHANTS BANK OF LONG

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): July 1, 2025 (June 27, 2025) Me

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): July 1, 2025 (June 27, 2025) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of inc

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): June 27, 2025 Medalist Diversifie

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): June 27, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES DIVIDEND OF $0.0675 PER SHARE ON ITS COMMON STOCK

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES DIVIDEND OF $0.0675 PER SHARE ON ITS COMMON STOCK RICHMOND, Va., June 27, 2025-(BUSINESS WIRE)-Medalist Diversified REIT (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., announced that its Bo

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): June 20, 2025 (June 17, 2025) Med

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): June 20, 2025 (June 17, 2025) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of inco

Purchase and Sale Agreement dated as of June 11, 2025, by and between Drake Motor Partners Pensacola LLC and MDRR XXV Depositor 1, LLC

Exhibit 10.1 PURCHASE AND SALE AGREEMENT BETWEEN Drake motor partners Pensacola LLC as SELLER AND MDRR XXV Depositor 1, llc as PURCHASER DEFINITIONS: The following items shall have the meaning set forth below: SELLER: Drake Motor Partners Pensacola LLC, a Colorado limited liability company, c/o Drake Real Estate Services, Inc. 496 South Broadway Denver, CO 80209 Attention: Jon Hauser Phone: 303.82

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): June 11, 2025 Medalist Diversifie

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): June 11, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No: 001-3

Second Amendment to Credit Agreement, dated as of April 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 30, 2025).

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT CREDIT AGREEMENT (this “Amendment”) is made as of April 28, 2025, by and among MDR LANCER, LLC, a Delaware limited liability company, MDR GREENBRIER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liability company (collectively, whether one or more in number, in any combination, the “Bor

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 28, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Medalist Diversified REIT, Inc. P.O. Box 8436 Richmond, Virginia 23226 April 28, 2025

Medalist Diversified REIT, Inc. P.O. Box 8436 Richmond, Virginia 23226 April 28, 2025 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ms. Pearlyne Paulemon Re: Acceleration Request of Medalist Diversified REIT, Inc. Registration Statement on Form S-3 (File No. 333-286453) CIK No. 0001654595 Dear Ms. Paulem

Filing Fee Table †

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) Medalist Diversified REIT, Inc.

As filed with the Securities and Exchange Commission on April 9, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Medalist Diversified REIT, Inc. (Exact name

Registration No. 333- As filed with the Securities and Exchange Commission on April 9, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Medalist Diversified REIT, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 47-5201540 (

Financial Statements and Exhibits, Other Events

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): April 4, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES COMMON STOCK DIVIDEND OF $0.0675 PER SHARE

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES COMMON STOCK DIVIDEND OF $0.0675 PER SHARE RICHMOND, VA, April 4, 2025-(BUSINESS WIRE)-Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), announced today that its Board of Directors has authorized and the Company has declared a quarterly dividend on its common stock (the "Common Stock") in the amount of $0.0675 per s

Exhibit 99.1 Nasdaq: MDRR medalistreit.com Supplemental 2024 Financial Information Year Ending December 31, 2024 Exhibit 99.2 © 2025, All Rights Reserved Medalist Diversified REIT Announces 2024 Annual Financial Results Richmond, VA – March 14, 2025

Exhibit 99.1 Nasdaq: MDRR medalistreit.com Supplemental 2024 Financial Information Year Ending December 31, 2024 Exhibit 99.2 © 2025, All Rights Reserved Medalist Diversified REIT Announces 2024 Annual Financial Results Richmond, VA – March 14, 2025 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR), a Virginia-based real estate investment trust specializing in acquiring, owning, and managing value-

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 18, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-38719

List of Subsidiaries ***

Exhibit 21.1 Medalist Diversified REIT, Inc. List of Subsidiaries Medalist Diversified Holdings, L.P. MDR Ashley Plaza, LLC MDR Bowling Green, LLC MDR Brookfield, LLC MDR Central Avenue, LLC MDR Dan Tibbs Road, LLC MDR Franklin Square, LLC MDR Greenbrier, LLC MDR Hanover Square, LLC MDR Lancer, LLC MDR Parkway, LLC MDR Salisbury, LLC MDRR XXV Trust Manager 1, LLC MDRR Sponsor TRS, LLC MDRR XXV Dep

Medalist Diversified REIT, Inc. Insider Trading Policy ***

Exhibit 19.1 MEDALIST DIVERSIFIED REIT, INC. INSIDER TRADING POLICY This Insider Trading Policy (this “Policy”) of Medalist Diversified REIT, Inc. (the “Company”) prohibits directors, officers and all other employees from engaging in “insider trading” of Company securities, including stock, stock options, operating partnership units and anything convertible into stock or partnership units. It can

First Amendment to Contribution Agreement, dated as of February 21, 2025, by and between Dionysus Investments, LLC and MDR Dan Tibbs Road, LLC

Exhibit 10.1 FIRST AMENDMENT TO CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”), is made and entered into effective as of February 21, 2025 by and between DIONYSUS INVESTMENTS, LLC, a California limited liability company (“Seller”), and MDR DAN TIBBS ROAD, LLC, a Virginia limited liability company (“Buyer”). W I T N E S S E T H: WHEREAS, Seller and Buyer, a

MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2024 Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended Septembe

Exhibit 99.2 MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2024 and Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 Summary of Unaudited Pro Forma Consolidated Financial Statements On March 13, 2024, M

BUFFALO WILD WINGS PROPERTY FINANCIAL STATEMENT Nine Months Ended September 30, 2024 and Year Ended December 31, 2023 Table of Contents

BUFFALO WILD WINGS PROPERTY FINANCIAL STATEMENT Nine Months Ended September 30, 2024 and Year Ended December 31, 2023 Table of Contents Table of Contents 1 Report of Independent Auditor 2 Statement of Revenues and Certain Operating Expenses 4 Notes to Statement of Revenues and Certain Operating Expenses 5 Report of Independent Auditor To the Board of Directors Medalist Diversified REIT, Inc.

UNITED RENTALS PROPERTY FINANCIAL STATEMENT Nine Months Ended September 30, 2024 and Year Ended December 31, 2023 Table of Contents

UNITED RENTALS PROPERTY FINANCIAL STATEMENT Nine Months Ended September 30, 2024 and Year Ended December 31, 2023 Table of Contents Table of Contents 1 Report of Independent Auditor 2 Statement of Revenues and Certain Operating Expenses 4 Notes to Statement of Revenues and Certain Operating Expenses 5 Report of Independent Auditor To the Board of Directors Medalist Diversified REIT, Inc.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 (January 24, 2025) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or

MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2024 Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended Septembe

Exhibit 99.2 MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2024 and Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 Summary of Unaudited Pro Forma Consolidated Financial Statements On March 13, 2024, M

Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

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): February 25, 2025 (February 21, 2025) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 31, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES APPOINTMENT OF MARC CARLSON TO ITS BOARD OF DIRECTORS

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES APPOINTMENT OF MARC CARLSON TO ITS BOARD OF DIRECTORS RICHMOND, VA., FEBRUARY 6, 2025-(BUSINESS WIRE)-Medalist Diversified REIT (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate, announced today that its Board of Directors has ap

Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

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): January 24, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

First Amendment to Contribution Agreement, dated as of January 24, 2025, by and between CWS BET Seattle L.P. and MDR Bowling Green, LLC

Exhibit 10.1 FIRST AMENDMENT TO CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”), is made and entered into effective as of January 24, 2025 by and between CWS BET SEATTLE L.P., a California limited partnership (“Seller”), and MDR BOWLING GREEN, LLC, a Delaware limited liability company (“Buyer”). W I T N E S S E T H: WHEREAS, Seller and Buyer, as successor i

FIRST AMENDMENT TO CONTRIBUTION AGREEMENT

Exhibit 5 FIRST AMENDMENT TO CONTRIBUTION AGREEMENT THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”), is made and entered into effective as of January 24, 2025 by and between CWS BET SEATTLE L.

Assignment of right to issuance of OPERATING PARTNERSHIP UNITS

Exhibit 6 Assignment of right to issuance of OPERATING PARTNERSHIP UNITS WHEREAS CWS BET Seattle, L.

Assignment of OPERATING PARTNERSHIP UNITS

Exhibit 8 Assignment of OPERATING PARTNERSHIP UNITS FOR GOOD AND VALUABLE CONSIDERATION RMP 3535 N Central Ave.

ASSIGNMENT AND ASSUMPTION OF CONTRIBUTION AGREEMENT

Exhibit 4 ASSIGNMENT AND ASSUMPTION OF CONTRIBUTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF CONTRIBUTION AGREEMENT (this “Assignment”) is entered into effective as of January 22, 2025 (the “Effective Date”) between MEDALIST DIVERSIFIED HOLDINGS, LP, a Delaware limited partnership (“Assignor”), and MDR BOWLING GREEN, LLC, a Delaware limited liability company (“Assignee”).

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 22, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

Exhibit 99.1 Nasdaq: MDRR medalistreit.com Financial Information Quarter Ended March 31, 2024 Salisbury Marketplace Salisbury, North Carolina Supplemental 1Q24 Exhibit 99.2 Supplemental Information | As of March 31, 2024 © 2024, All Rights Reserved 2

Exhibit 99.1 Nasdaq: MDRR medalistreit.com Financial Information Quarter Ended March 31, 2024 Salisbury Marketplace Salisbury, North Carolina Supplemental 1Q24 Exhibit 99.2 Supplemental Information | As of March 31, 2024 © 2024, All Rights Reserved 2 Click to edit Master title style 1Q24 Overview Key Highlights and Portfolio Data Medalist Diversified REIT (NASDAQ: MDRR) is a real estate investment

Exhibit 99.3 Nasdaq: MDRR medalistreit.com Supplemental 3Q24 Financial Information Quarter Ended September 30, 2024 Exhibit 99.2 © 2024, All Rights Reserved 3Q24 Overview Key Highlights and Portfolio Data 2 Medalist Diversified REIT (NASDAQ: MDRR) is

Exhibit 99.3 Nasdaq: MDRR medalistreit.com Supplemental 3Q24 Financial Information Quarter Ended September 30, 2024 Exhibit 99.2 © 2024, All Rights Reserved 3Q24 Overview Key Highlights and Portfolio Data 2 Medalist Diversified REIT (NASDAQ: MDRR) is a real estate investment trust that specializes in acquiring, owning, and managing value-add commercial real estate. As of September 30, 2024, our po

Exhibit 99.2 Nasdaq: MDRR medalistreit.com Supplemental 2Q24 Financial Information Quarter Ended June 30, 2024 Exhibit 99.2 © 2024, All Rights Reserved 2Q24 Overview Key Highlights and Portfolio Data 2 Medalist Diversified REIT (NASDAQ: MDRR) is a re

Exhibit 99.2 Nasdaq: MDRR medalistreit.com Supplemental 2Q24 Financial Information Quarter Ended June 30, 2024 Exhibit 99.2 © 2024, All Rights Reserved 2Q24 Overview Key Highlights and Portfolio Data 2 Medalist Diversified REIT (NASDAQ: MDRR) is a real estate investment trust that specializes in acquiring, owning, and managing value-add commercial real estate. As of June 30, 2024, our portfolio co

Letter, dated January 20, 2025, from Winn to the Company relating to waiver of share ownership limits, including representations and agreements of Winn

EXHIBIT 10.1 January 20, 2025 Ladies and Gentlemen: In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-38719 MEDALIST DIVERSIFIED REIT, INC. (Exact name of registrant as spec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): January 3, 2025 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or o

Medalist Diversified REIT, Inc. ANNOUNCES APPOINTMENT OF KORY J. KRAMER TO ITS BOARD OF DIRECTORS AND CASH DIVIDEND OF $0.065 PER SHARE ON ITS COMMON STOCK

Exhibit 99.1 Medalist Diversified REIT, Inc. ANNOUNCES APPOINTMENT OF KORY J. KRAMER TO ITS BOARD OF DIRECTORS AND CASH DIVIDEND OF $0.065 PER SHARE ON ITS COMMON STOCK RICHMOND, VA., JANUARY 7, 2025-(BUSINESS WIRE)-Medalist Diversified REIT (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real

Second Amendment to Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 17, 2024).

EXHIBIT 10.3 SECOND AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP OF MEDALIST DIVERSIFIED HOLDINGS, L.P. DESIGNATION OF 5.0% SERIES B CONVERTIBLE REDEEMABLE PREFERRED UNITS December 16, 2024 Pursuant to Section 4.02 and Article XI of the Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (as now or hereafter amended, restated, modified, supplemented or replaced, the “Partn

Contribution Agreement, dated as of December 14, 2024, by and between Dionysus Investments, LLC and Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2024).

EXHIBIT 10.1 CONTRIBUTION AGREEMENT by and between Dionysus Investments, LLC a California limited liability company and Medalist Diversified Holdings, LP, a Delaware limited partnership Dated as of December 14, 2024 Page 1. Contribution; Total Consideration; Inspection and Title. 1 1.1Contribution of Property‌1 1.2Contribution of Assets‌1 1.3Excluded Assets‌1 1.4Assumed Liabilities‌1 1.5Excluded L

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): December 11, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

Contribution Agreement, dated as of December 14, 2024, by and between CWS BET Seattle, L.P. and Medalist Diversified Holdings, L.P.

EXHIBIT 10.2 CONTRIBUTION AGREEMENT by and between CWS BET Seattle L.P. a Delaware limited partnership and Medalist Diversified Holdings, LP, a Delaware limited partnership Dated as of December 14, 2024 Page 1. Contribution; Total Consideration; Inspection and Title. 1 1.1Contribution of Property‌1 1.2Contribution of Assets‌1 1.3Excluded Assets‌1 1.4Assumed Liabilities‌1 1.5Excluded Liabilities‌2

Letter, dated December 13, 2024, from Kory Kramer to the Board relating to waiver of share ownership limits, including representations and agreements of Kory Kramer

EXHIBIT 10.6 December 13, 2024 Ladies and Gentlemen: In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”

Letter, dated December 13, 2024, from Marc Carlson to the Board relating to waiver of share ownership limits, including representations and agreements of Marc Carlson

EXHIBIT 10.5 December 13, 2024 Ladies and Gentlemen: In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”

Form of Subscription Agreement

EXHIBIT 10.4 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made as of December 13, 2024, by and among MEDALIST DIVERSIFIED REIT, Inc., a Maryland corporation (the “Company”), and (the “Subscriber”) on the terms and conditions set forth in this Agreement. BACKGROUND The Subscriber desires to subscribe for and purchase shares of common stock, $0.01 par value per share (the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 10, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

Medalist Diversified REIT, Inc. ANNOUNCES PARTIAL REDEMPTION OF ITS 8% SERIES A CUMULATIVE REDEEMABLE pREFERRED STOCK, par value $0.01 per share

Exhibit 99.1 Medalist Diversified REIT, Inc. ANNOUNCES PARTIAL REDEMPTION OF ITS 8% SERIES A CUMULATIVE REDEEMABLE pREFERRED STOCK, par value $0.01 per share RICHMOND, Va., December 10, 2024-Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate, gave notic

F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 23, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

Medalist Diversified REIT, Inc. ANNOUNCES PARTIAL REDEMPTION OF ITS 8% SERIES A CUMULATIVE REDEEMABLE pREFERRED STOCK, par value $0.01 per share

Exhibit 99.1 Medalist Diversified REIT, Inc. ANNOUNCES PARTIAL REDEMPTION OF ITS 8% SERIES A CUMULATIVE REDEEMABLE pREFERRED STOCK, par value $0.01 per share RICHMOND, Va., October 23, 2024-Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate, gave notice

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 11, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

Subscription Agreement, dated as of October 11, 2024, by and among Medalist Diversified Holdings, L.P., Medalist Diversified REIT, Inc. and Francis P. Kavanaugh

Exhibit 10.1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made as of October 11, 2024, by and among MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (the “Company”), MEDALIST DIVERSIFIED REIT, Inc., a Maryland corporation and the general partner of the Company (the “General Partner”), and FRANCIS P. KAVANAUGH (the “Subscriber”) on the terms and condit

Amended and Restated Continuing Guaranty, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 4, 2024).

Exhibit 10.1 AMENDMENT TO CREDIT AGREEMENT THIS AMENDMENT CREDIT AGREEMENT (this “Amendment”) is made as of October 1, 2024, by and among MDR LANCER, LLC, a Delaware limited liability company, MDR GREENBRIER, LLC, a Delaware limited liability company, MDR SALISBURY, LLC, a Delaware limited liability company, and MDR CENTRAL AVENUE, LLC, a Delaware limited liability company (collectively, whether o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 2, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or o

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES $4 MILLION LINE OF CREDIT CASH DIVIDENDS OF $0.06 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES $4 MILLION LINE OF CREDIT AND CASH DIVIDENDS OF $0.06 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK RICHMOND, VA., OCTOBER 4, 2024-(BUSINESS WIRE)-Medalist Diversified REIT (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and ma

Amended and Restated Revolving Line of Credit Note, dated as of October 1, 2024

Exhibit 10.4 AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE $4,000,000.00‌ Richmond, Virginia October 1, 2024 THIS AMENDED AND RESTATED TERM NOTE HEREBY AMENDS, RESTATES AND INCREASES THAT CERTAIN REVOLVING LINE OF CREDIT NOTE DATED JUNE 10, 2022 MADE BY MDR LANCER, LLC, MDR GREENBRIER, LLC, AND MDR SALISBURY, LLC PAYABLE TO THE ORDER OF THE BANK (HEREINAFTER DEFINED) IN THE ORIGINAL PRINCIPAL

Amended and Restated Continuing Guaranty, dated as of October 1, 2024

Exhibit 10.2 AMENDED AND RESTATED CONTINUING GUARANTY TO:WELLS FARGO BANK, NATIONAL ASSOCIATION October 1, 2024 THIS AMENDED AND RESTATED CONTINUING GUARANTY HEREBY AMENDS AND RESTATES THAT CERTAIN CONTINUING GUARANTY DATED JUNE 10, 2022 EXECUTED BY GUARANTOR (HEREINAFTER DEFINED) FOR THE BENEFIT OF THE BANK (HEREINAFTER DEFINED), AS THE SAME MAY HAVE BEEN MODIFIED OR AMENDED FROM TIME TO TIME. NO

Amended and Restated Term Note, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on October 4, 2024).

Exhibit 10.3 AMENDED AND RESTATED TERM NOTE $18,609,500.00‌Richmond, Virginia October1, 2024 THIS AMENDED AND RESTATED TERM NOTE HEREBY AMENDS AND RESTATES THAT CERTAIN TERM NOTE DATED JUNE 10, 2022 MADE BY MDR LANCER, LLC, MDR GREENBRIER, LLC AND MDR SALISBURY, LLC PAYABLE TO THE ORDER OF THE BANK (HEREINAFTER DEFINED) IN THE ORIGINAL PRINCIPAL AMOUNT OF $18,609,500.00, AS THE SAME MAY HAVE BEEN

Submission of Matters to a Vote of Security Holders

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): September 16, 2024 (September 12, 2024) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

August 19, 2024

August 19, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 101 F. Street, N.E. Washington, D.C. 20549 ATTN: Laura McKenzie and David Plattner Re:Medalist Diversified REIT, Inc. Preliminary Proxy Statement on Schedule 14A filed August 13, 2024 File No. 001-38719 Ladies and Gentlemen: We are submitting this letter in response to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Second Amendment to Revolving Line of Credit Note, dated as of June 5, 2024. †

Exhibit 10.1 SECOND AMENDMENT TO REVOLVING LINE OF CREDIT NOTE THIS SECOND AMENDMENT TO REVOLVING LINE OF CREDIT NOTE (this "Amendment"), dated as of June S , 2024, is made by and among WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), and MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC , a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited lia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Financial Statements and Exhibits, Other Events

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): July 5, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or orga

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES DIVIDEND OF $0.05 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES DIVIDEND OF $0.05 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK RICHMOND, Va., July 5, 2024-(BUSINESS WIRE)-Medalist Diversified REIT (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the So

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): July 2, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or orga

Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. decreasing the par value of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on July 2, 2024).

Exhibit 3.3 MEDALIST DIVERSIFIED REIT, INC. ARTICLES OF AMENDMENT Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter (the “Charter”) of the Company is hereby amended to decrease the par value of the shares of Common Stock issued and outstanding immediately prior to the Ef

Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 1-for-10 reverse stock split of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 2, 2024).

Exhibit 3.1 MEDALIST DIVERSIFIED REIT, INC. ARTICLES OF AMENDMENT Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter (the “Charter”) of the Company is hereby amended to provide that, upon the Effective Time (as defined below), every ten (10) shares of Common Stock, $0.01

Medalist Diversified REIT, Inc. Announces Effectiveness of Reverse Stock Split and Forward Stock Split

Exhibit 99.1 Medalist Diversified REIT, Inc. Announces Effectiveness of Reverse Stock Split and Forward Stock Split RICHMOND, VA. July 2, 2024 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atlantic and Southeast regions of th

Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 5-for-1 forward stock split of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 2, 2024).

Exhibit 3.2 MEDALIST DIVERSIFIED REIT, INC. ARTICLES OF AMENDMENT Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Board of Directors of the Company (the “Board”), acting pursuant to Section 2-309(c)(2) of the Maryland General Corporation Law (the “MGCL”), has approved, and the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 27, 2024 (June 25, 2024) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of inco

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): June 20, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

Medalist Diversified REIT, Inc. Announces Reverse Stock Split and Forward Stock Split

Exhibit 99.1 Medalist Diversified REIT, Inc. Announces Reverse Stock Split and Forward Stock Split RICHMOND, VA. June 20, 2024 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atlantic and Southeast regions of the United States,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-3

CITIBANK PROPERTY FINANCIAL STATEMENT Year Ended December 31, 2023 Table of Contents

CITIBANK PROPERTY FINANCIAL STATEMENT Year Ended December 31, 2023 Table of Contents Table of Contents 1 Report of Independent Auditor 2 Statement of Revenues and Certain Operating Expenses 4 Notes to Statement of Revenues and Certain Operating Expenses 5 Report of Independent Auditor To the Board of Directors of Medalist Diversified REIT, Inc.

MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2023 Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2023

Exhibit 99.2 MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2023 and Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2023 Summary of Unaudited Pro Forma Consolidated Financial Statements On March 13, 2024, Medalist Diversified REIT, Inc. (the “Company”)

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 (March 28, 2024) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other j

FISCAL 2023 YEAR-END SHAREHOLDER LETTER

April 8, 2024 FISCAL 2023 YEAR-END SHAREHOLDER LETTER Fellow Investors: Following the release of our 2023 Form 10-K SEC filing, we are pleased to provide a review of fiscal 2023 (“2023”) results and our plans for fiscal 2024 (“2024”).

Exhibit 99.2 Nasdaq: MDRR medalistreit.com Financial Information Year Ended December 31, 2023 Salisbury Marketplace Salisbury, North Carolina Supplemental 2023 Exhibit 99.2 Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserve

Exhibit 99.2 Nasdaq: MDRR medalistreit.com Financial Information Year Ended December 31, 2023 Salisbury Marketplace Salisbury, North Carolina Supplemental 2023 Exhibit 99.2 Supplemental Information | As of December 31, 2023 © 2024, All Rights Reserved 2 Click to edit Master title style 2023 Overview Key Highlights and Portfolio Data Medalist Diversified REIT (NASDAQ: MDRR) is a real estate investm

Regulation FD Disclosure, Results of Operations and Financial Condition

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): April 8, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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): March 29, 2024 (February 15, 2024) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction

Current Report

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): March 28, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 18, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation o

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): March 25, 2024 Medalist Diversifi

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): March 25, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

Current Report

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): March 13, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-38719

Medalist Diversified REIT, Inc. Clawback Policy, effective October 2, 2023. †

Exhibit 97.1 MEDALIST DIVERSIFIED REIT, INC. CLAWBACK POLICY The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), has adopted the following Clawback Policy (this “Policy”) on November 27, 2023, effective as of October 2, 2023 (the “Effective Date”). 1.Purpose. The purpose of thi

List of Subsidiaries †

Exhibit 21.1 Medalist Diversified REIT, Inc. List of Subsidiaries Medalist Diversified Holdings, L.P. MDR Franklin Square, LLC MDR Hanover Square, LLC MDR Ashley Plaza, LLC MDR Brookfield, LLC MDR Lancer, LLC MDR Greenbrier, LLC MDR Parkway, LLC MDR Salisbury, LLC

Purchase and Sale Agreement, dated as of February 15, 2024, by and among Medalist Diversified REIT, Inc. and RMP N. Central Ave. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 20, 2024).

Exhibit 10.1 PURCHASE AND SALE AGREEMENT 3535 North Central Avenue, Chicago, IL 60634 THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the later of the date of Buyer’s or Seller’s execution of this Agreement, as indicated below their executions hereon (the “Effective Date”) by and among MEDALIST DIVERSIFIED REIT, INC., a Maryland corporation (or its assigns) (“Buyer”),

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): February 15, 2024 Medalist Divers

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): February 15, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

OP Unit Purchase Agreement dated February 16, 2024

Exhibit 10.3 OP UNIT PURCHASE AGREEMENT THE UNIT PURCHASE AGREEMENT (“Agreement”) is made and entered into in on February 16, 2024 (the “Effective Date”), by and among Peter Mueller, Inc., a Virginia corporation, (“Seller”) and Medalist Diversified REIT, Inc., a Maryland Corporation, (“Purchaser”) as well as Medalist Diversified Holdings, LP, a Delaware limited partnership (the “LP”), of which the

Purchase and Sale Agreement, dated as of February 16, 2024, by and between MDR Hanover Square, LLC and PNMI Hanover SQ, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 20, 2024).

Exhibit 10.2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (“Agreement”) is made and entered into on February 16, 2024 (“Effective Date), by and between MDR Hanover Square, LLC, a Delaware limited liability company (“Buyer”), and PMI Hanover SQ, LLC, a Delaware limited liability company (“Seller”). This Agreement shall be deemed effective as of the last date it is executed by all pa

US58403P3038 / MEDALIST DIVERSIFIED REIT INC / Finley Alfred Lee Passive Investment

SC 13G/A 1 medalist13ga2feb92024.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d‑1 and 13d‑2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 58403P303 (CUSIP Number) December 31, 2023 (Date of Eve

US58403P3038 / MEDALIST DIVERSIFIED REIT INC / WELLS FARGO & COMPANY/MN Passive Investment

SC 13G/A 1 wfmedalist58403P303.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MEDALIST DIVERSIFIED REIT INC (Name of Issuer) REIT (Title of Class of Securities) 58403P303 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES CASH DIVIDEND OF $0.01 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES CASH DIVIDEND OF $0.01 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK RICHMOND, Va., January 24, 2024- Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate, announce

Financial Statements and Exhibits, Other Events

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): January 24, 2024 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

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): December 29, 2023 (December 28, 2

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): December 29, 2023 (December 28, 2023) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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: December 29, 2023 Medalist Diversified REIT, 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 Nu

Articles Supplementary to the Articles of Incorporations of Medalist Diversified REIT, Inc. electing to become subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 29, 2023).

Exhibit 3.1 MEDALIST DIVERSIFIED REIT, INC. ARTICLES SUPPLEMENTARY Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: Under a power contained in Section 3-802(b) of the Maryland General Corporation Law (the “MGCL”), the Company, by resolution of its Board of Directors (t

Purchase and Sale Agreement, dated as of December 29, 2023, by and among Prudent Growth Partners, LLC, MDR Hanover Square, LLC and PMI Hanover Sq. LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2023).

Exhibit 10.1 PURCHASE AND SALE AGREEMENT 7230 Bell Creek Road, Mechanicsville, Virginia THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the later of the date of Buyer’s or Seller’s execution of this Agreement, as indicated below their executions hereon (the “Effective Date”) by and among PRUDENT GROWTH PARTNERS, LLC, a North Carolina limited liability company (“Buyer”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 0

Staffing Agreement, dated November 13, 2023, by and between Gunston Consulting, LLC and Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2023).

Exhibit 10.2 Staffing Agreement GUNSTON EMPLOYEE PLACEMENT Gunston Consulting, LLC (“Gunston”) will provide Medalist Diversified REIT, Inc. (“MDRR”) with employees (each, a “Gunston Employee”) at Gunston’s cost. Each Gunston Employee will work on Gunston’s payroll. Each Gunston Employee’s job duties and responsibilities as well as each Gunston Employee’s compensation, benefits, and other employmen

Financial Supplement Table of Contents

Exhibit 99.1 Financial Supplement Table of Contents Definitions Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 Funds from Operations (FFO) and Adjus

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

Medalist Diversified REIT, Inc. DECLARES CASH DIVIDENDS on SERIES A PREFERRED STOCK, ANNOUNCES INCREASE TO COMMON STOCK REPURCHASE PROGRAM AND APPOINTS PERMANENT CEO and PRESIDENT

EXHIBIT 99.1 Medalist Diversified REIT, Inc. DECLARES CASH DIVIDENDS on SERIES A PREFERRED STOCK, ANNOUNCES INCREASE TO COMMON STOCK REPURCHASE PROGRAM AND APPOINTS PERMANENT CEO and PRESIDENT RICHMOND, Va., October 19, 2023-Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): October 19, 2023 (October 18, 2023) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction o

October 6, 2023

Exhibit 99.1 October 6, 2023 Dear Medalist Diversified REIT, Inc. Shareholders, We’ve got some updates to share covering everything from governance to our financial game plan. Governance: Leveling Up Welcome David Lunin, the newest member of our Board. David is EVP and CFO Designate of Calumet Specialty Products Partners, L.P. (Nasdaq: CLMT), a $1.5B specialty chemicals and renewables firm. Prior

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: October 6, 2023 Medalist Diversified REIT, Inc. (Exact Name of Regi

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: October 6, 2023 Medalist Diversified REIT, 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 Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

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): September 20, 2023 (September 15, 2023) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as per

Letter, dated as of August 8, 2023, from Francis P. Kavanaugh to the Company relating to excepted holder limit. †

Exhibit 10.3 August 8, 2023 Ladies and Gentlemen: Reference is made to the Articles of Incorporation (as amended, the “Charter”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”). Terms used in this letter agreement as defined terms and not otherwise defined herein have the meanings given to them in the Charter. As a precondition to the grant by the Board of Directors (the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

Financial Supplement Table of Contents

Exhibit 99.1 Financial Supplement Table of Contents Definitions Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 Funds from Operations (FFO) and Adjusted Funds from Op

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-38

Certificate of Notice of Medalist Diversified REIT, Inc. †

Exhibit 4.4 MEDALIST DIVERSIFIED REIT, INC. CERTIFICATE OF NOTICE THIS IS TO CERTIFY THAT: FIRST: The Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), pursuant to Section 6.1.8 of Article VI of the Articles of Incorporation of the Company (as amended, the “Charter”), has (a) decreased the Aggregate Share Ownership Limit from 9.8% in value

Regulation FD Disclosure, Financial Statements and Exhibits

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 7, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

Medalist Diversified REIT, Inc. SHIFTS TO LONG-TERM VALUE CREATION AMID CURRENT MARKET CONDITIONS

Exhibit 99.1 Medalist Diversified REIT, Inc. SHIFTS TO LONG-TERM VALUE CREATION AMID CURRENT MARKET CONDITIONS RICHMOND, Va., August 7, 2023-Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., announced today that it

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): July 24, 2023 (July 19, 2023) Med

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): July 24, 2023 (July 19, 2023) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of

Termination Agreement, dated July 18, 2023, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, L.P., Medalist Fund Manager, Inc., William R. Elliott and Thomas E. Messier (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 18, 2023).

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [REDACTED], PURSUANT TO REGULATION S-K ITEM 601(B) OF THE SECURITIES ACT OF 1933, AS AMENDED. CERTAIN CONFIDENTIAL INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS A TYPE OF INFORMATION THAT THE REGISTRANT TREAT

Medalist Diversified REIT, Inc. ANNOUNCES Transition to Internalized Management AND LEADERSHIP CHANGES

Exhibit 99.1 Medalist Diversified REIT, Inc. ANNOUNCES Transition to Internalized Management AND LEADERSHIP CHANGES RICHMOND, Va., July 18, 2023-Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., announced today that

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): July 18, 2023 Medalist Diversifie

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): July 18, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

Medalist Diversified REIT, Inc. Concludes Strategic Alternatives Process with POTENTIAL Asset Sale and eXPECTED Transition to Internalized Management

Exhibit 99.1 Medalist Diversified REIT, Inc. Concludes Strategic Alternatives Process with POTENTIAL Asset Sale and eXPECTED Transition to Internalized Management RICHMOND, Va., July 12, 2023-Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Sou

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): July 12, 2023 Medalist Diversifie

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): July 12, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

COOPERATION AGREEMENT

EX-1 2 tm2319625d1ex1.htm EXHIBIT 1   Exhibit 1   COOPERATION AGREEMENT   This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2023 by and between Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), and Francis P. Kavanaugh (the “Investor”). The Company and the Investor are each herein referred to as a “party” and collectively, the “parties.”  

MDRR / Medalist Diversified REIT Inc / KAVANAUGH FRANK - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 358487106 (CUSIP Number) FRANCIS P. KAVANAUGH 107 Via Florence Newport Beach, CA 92663 (949) 212-2222 (Name, Address and Telephone Number of Person Autho

MDRR / Medalist Diversified REIT Inc / KAVANAUGH FRANK - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 358487106 (CUSIP Number) FRANCIS P. KAVANAUGH 107 Via Florence Newport Beach, CA 92663 (949) 212-2222 (Name, Address and Telephone Number of Person Autho

Letter, dated June 5, 2023, from Francis P. Kavanaugh to Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023).

Exhibit 10.1 June 5, 2023 Ladies and Gentlemen: In connection with the grant by the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), of an exemption (the “Exemption”) from the Aggregate Share Ownership Limit as defined in Article IV of the Articles of Incorporation (the “Charter”) of the Company (the “Aggregate Share Ownership Limit”) and

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): June 9, 2023 Medalist Diversified

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): June 9, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or orga

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): May 24, 2023 Medalist Diversified

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): May 24, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or orga

Medalist Diversified REIT, Inc. Announces the Appointment of Francis P. Kavanaugh to its Board of Directors

Exhibit 99.1 Medalist Diversified REIT, Inc. Announces the Appointment of Francis P. Kavanaugh to its Board of Directors RICHMOND, VA, May 24, 2023. Medalist Diversified REIT, Inc. (NASDAQ:MDRR) (the “Company”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today announced the appointment

Cooperation Agreement, dated as of May 24, 2023, by and between Medalist Diversified REIT, Inc. and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2023).

Exhibit 10.1 COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 24, 2023 by and between Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), and Francis P. Kavanaugh (the “Investor”). The Company and the Investor are each herein referred to as a “party” and collectively, the “parties.” WHEREAS, this Agreement is being executed

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): May 22, 2023 (May 18, 2023) Medal

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): May 22, 2023 (May 18, 2023) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorp

MEDALIST DIVERSIFIED REIT, INC. REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT

EXHIBIT 99.1 MEDALIST DIVERSIFIED REIT, INC. REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT RICHMOND, VA, May 22, 2023. Medalist Diversified REIT, Inc. (NASDAQ:MDRR) (the “Company”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., announced today that the Company has regained

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-3

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): May 11, 2023 Medalist Diversified

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): May 11, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or orga

Financial Supplement Table of Contents

Exhibit 99.2 Financial Supplement Table of Contents Definitions Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 Funds from Operations (FFO) and Adjusted Funds from Opera

MEDALIST DIVERSIFIED REIT, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS RICHMOND, VA, May 11, 2023. Medalist Diversified REIT, Inc. (NASDAQ:MDRR) (the “Company”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the three months ended Ma

First Amendment to Revolving Line of Credit Note, dated as of May 2, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2023).

Exhibit 10.1 FIRST AMENDMENT TO REVOLVING LINE OF CREDIT NOTE THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT NOTE (this "Amendment"), dated as of May 2, 2023, is made by and among WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), and MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liabilit

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): May 8, 2023 (May 2, 2023) Medalis

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): May 8, 2023 (May 2, 2023) Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorpor

MDRR / Medalist Diversified REIT Inc / Wallace Robert V. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P105 (CUSIP Number) Robert V Wallace 132 Lincoln Street Boston, MA 02111 617-423-2003 With a copy to: Peter Korn, Jr., Esq. Foley

Medalist Diversified REIT, Inc. Announces Effectiveness of Reverse Stock Split

Exhibit 99.1 Medalist Diversified REIT, Inc. Announces Effectiveness of Reverse Stock Split RICHMOND, VA. May 3, 2023 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atlantic and Southeast regions of the United States, today an

Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. decreasing the par value of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 3, 2023).

Exhibit 3.1 MEDALIST DIVERSIFIED REIT, INC. ARTICLES OF AMENDMENT Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter (the “Charter”) of the Company is hereby amended to decrease the par value of the shares of Common Stock issued and outstanding immediately prior to the Ef

Second Articles of Amendment to Articles of Incorporation of Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 3, 2023).

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): May 3, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or organ

Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 1-for-8 reverse stock split of the Company’s Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 3, 2023).

Exhibit 3.1 MEDALIST DIVERSIFIED REIT, INC. ARTICLES OF AMENDMENT Medalist Diversified REIT, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter (the “Charter”) of the Company is hereby amended to provide that, upon the Effective Time (as defined below), every eight shares of Common Stock, $0.01 par

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): April 18, 2023 Medalist Diversifi

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): April 18, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

Medalist Diversified REIT, Inc. Announces Reverse Stock Split and Provides Update on Strategic Review Process

Exhibit 99.1 Medalist Diversified REIT, Inc. Announces Reverse Stock Split and Provides Update on Strategic Review Process RICHMOND, VA. April 18, 2023 – Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atlantic and Southeast regi

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): March 10, 2023 Medalist Diversifi

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): March 10, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

Description of Medalist Diversified REIT, Inc.’s Securities (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed on March 10, 2023).

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the rights and preferences of our capital stock. While we believe that the following description covers the material terms of our capital stock, the description may not contain all of the information that is important to you. We encourage you

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-38719

MEDALIST DIVERSIFIED REIT, INC. REPORTS 2022 RESULTS

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. REPORTS 2022 RESULTS RICHMOND, VA, March 10, 2023. Medalist Diversified REIT, Inc. (NASDAQ:MDRR) (the “Company”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the year ended December 31, 2022 and provided a

First Amendment to Consulting Agreement, dated as of March 10, 2023, by and between Medalist Diversified REIT, Inc. and Gunston Consulting, LLC.†

‌Exhibit 10.15 FIRST AMENDMENT TO CONSULTING AGREEMENT THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) is made and entered into effective as of March 10, 2023 by and between Gunston Consulting, LLC, a Virginia limited liability company (“Consultant”), and Medalist Diversified REIT, Inc., a Maryland corporation (“REIT”). For purposes of this Amendment, Consultant and REIT may be ref

Letter Agreement, dated March 10, 2023, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, L.P. and Medalist Fund Manager, Inc.†

Exhibit 10.3 Medalist Fund Manager, Inc. March 10, 2023 Medalist Diversified REIT, Inc. Medalist Diversified Holdings, L.P. 1051 E. Cary Street, Suite 601 James Center Three Richmond, Virginia 23219 Attn: Special Committee of the Board of Directors Re: Second Amendment to Management Agreement Ladies and Gentlemen: Reference is made to the Management Agreement, dated as of March 15, 2016 (the “Orig

Financial Supplement Table of Contents

Exhibit 99.2 Financial Supplement Table of Contents Definitions Consolidated Balance Sheets as of December 31, 2022 and 2021 Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) for the years ended December 31, 20

Letter Agreement, dated as of November 30, 2022, by and between Medalist Diversified REIT, Inc. and Gunston Consulting, LLC†

‌Exhibit 10.16 Medalist Diversified REIT, Inc. 1051 E. Cary Street, Suite 601 Richmond, VA 23226 November 30, 2022 Brent Winn Gunston Consulting, LLC 1051 E. Cary Street, Suite 601 Richmond, VA 23219 Re:Consulting Agreement Dated March 1, 2020 Dear Brent: Pursuant to the terms of the consulting agreement (the “Agreement”) dated March 1, 2020 between Medalist Diversified REIT, Inc. (“REIT” or the “

Change in Control Agreement, dated as of March 10, 2023, by and among Medalist Diversified REIT, Inc., Gunston Consulting, LLC and Colin Elliott.†

Exhibit 10.17 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective this 10th day of March, 2023 (the “Effective Date”), is by and among Gunston Consulting, LLC, a Virginia limited liability company (“Consultant”), Medalist Diversified REIT, Inc., a Maryland corporation (“REIT”), and Colin Elliott (“Gunston-Employee”). W I T N E S S E T H: WHEREAS, pursuant to

List of Subsidiaries †

Exhibit 21.1 Medalist Diversified REIT, Inc. List of Subsidiaries Medalist Diversified Holdings, L.P. MDR Franklin Square, LLC MDR Hanover Square, LLC MDR Ashley Plaza, LLC MDR Brookfield, LLC MDR Lancer, LLC MDR Greenbrier, LLC MDR Parkway, LLC MDR Salisbury, LLC

Letter Agreement, dated March 19, 2021, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, L.P. and Medalist Fund Manager, Inc.†

Exhibit 10.2 Medalist Fund Manager, Inc. March 19,2021 Medalist Diversified REIT, Inc. 11 S. 12th Street, Suite 401 Richmond, Virginia 23219 Attn: Charles S. Pearson, Jr. Re: Side Letter Agreement re: Management Agreement To Mr. Pearson: Reference is hereby made to that certain Management Agreement (the "Management Agreement") dated March, 15, 2016, by and among Medalist Diversified REIT, Inc. (th

Medalist Diversified REIT, Inc. Announces Establishment of a Special Committee of the Board and Exploration of Strategic Alternatives

Exhibit 99.3 Medalist Diversified REIT, Inc. Announces Establishment of a Special Committee of the Board and Exploration of Strategic Alternatives RICHMOND, VA, March 10, 2023. Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the “Company” or “Medalist”), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing value-add commercial real estate in the Mid-Atla

MDRR / Medalist Diversified REIT Inc / Finley Alfred Lee Passive Investment

SC 13G/A 1 medalist13gamend121323.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d‑1 and 13d‑2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 58403P105 (CUSIP Number) December 31, 2022 (Date of Ev

MDRR / Medalist Diversified REIT Inc / WELLS FARGO & COMPANY/MN Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) MEDALIST DIVERSIFIED REIT INC (Name of Issuer) REIT (Title of Class of Securities) 58403P105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

MDRR / Medalist Diversified REIT Inc / KAVANAUGH FRANK - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 358487106 (CUSIP Number) FRANCIS P. KAVANAUGH 107 Via Florence Newport Beach, CA 92663 (949) 212-2222 (Name, Address and Telephone Number of Person Autho

Other Events

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): January 10, 2023 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

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): November 9, 2022 Medalist Diversi

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): November 9, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

MEDALIST DIVERSIFIED REIT, INC. REPORTS THIRD QUARTER 2022 RESULTS

Exhibit 99.1 ? MEDALIST DIVERSIFIED REIT, INC. REPORTS THIRD QUARTER 2022 RESULTS RICHMOND, VA, November 9, 2022. Medalist Diversified REIT, Inc. (NASDAQ:MDRR), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the three months ended September 30, 2022 and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 0

Financial Supplement Table of Contents

? Exhibit 99.2 Financial Supplement ? ? Table of Contents ? ? Definitions ? Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021 ? Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021 ? Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2022 and 2021 ? Funds fro

Regulation FD Disclosure

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): October 4, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or o

MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES CASH DIVIDEND OF $0.01 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK CASH DIVIDEND

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES CASH DIVIDEND OF $0.01 PER SHARE ON ITS COMMON STOCK AND $0.50 PER SHARE ON ITS SERIES A PREFERRED STOCK CASH DIVIDEND RICHMOND, Va., October 4, 2022-(BUSINESS WIRE)-Medalist Diversified REIT (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial

Press Release dated October 3, 2022

Exhibit 9.1 MEDALIST DIVERSIFIED REIT, INC. ANNOUNCES SALE OF THE CLEMSON BEST WESTERN UNIVERISTY INN RICHMOND, VA., October 3, 2022-(BUSINESS WIRE)-Medalist Diversified REIT (NASDAQ: MDRR) (the "Company" or "Medalist"), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today announced that M

Regulation FD Disclosure

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): September 29, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation o

Agreement of Sale, dated as of August 19, 2022.

Exhibit 10.1 AGREEMENT OF SALE THIS AGREEMENT OF SALE (?Agreement?) is made as of this 19th day of August, 2022 (the ?Effective Date?) between Rising Sun Investments & Management, LLC, a Florida limited liability company, and/or their assigns (?Purchaser?), MDR Clemson, LLC, a Delaware limited liability company (?MDR?), and MDR Clemson TRS, LLC, a Delaware limited liability company (?TRS,? and tog

Entry into a Material Definitive Agreement

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 19, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or o

Current Report

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 17, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or o

Financial Supplement Table of Contents

EX-99.2 3 mdrr-20220809xex99d2.htm EX-99.2 Exhibit 99.2 Financial Supplement Table of Contents Definitions Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2022 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 Funds from

MEDALIST DIVERSIFIED REIT, INC. REPORTS SECOND QUARTER 2022 RESULTS

Exhibit 99.1 ? MEDALIST DIVERSIFIED REIT, INC. REPORTS SECOND QUARTER 2022 RESULTS RICHMOND, VA, August 9, 2022. Medalist Diversified REIT, Inc. (NASDAQ:MDRR), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the three months ended June 30, 2022 and provi

Results of Operations and Financial Condition

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 9, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Current Report

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 1, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

Current Report

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): July 11, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

MDRR / Medalist Diversified REIT Inc / Finley Alfred Lee Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d?1 and 13d?2 Under the Securities Exchange Act of 1934 (Amendment No. )* Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 58403P105 (CUSIP Number) March 25, 2022 (Date of Event Which Requires Filing of This Statemen

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of

SALISBURY MARKETPLACE FINANCIAL STATEMENT Three Months Ended March 31, 2022 (unaudited) and Year Ended December 31, 2021 Table of Contents

Exhibit 99.1 SALISBURY MARKETPLACE FINANCIAL STATEMENT Three Months Ended March 31, 2022 (unaudited) and Year Ended December 31, 2021 Table of Contents Report of Independent Auditor 1 Statement of Revenues and Certain Operating Expenses 3 Notes to Statement of Revenues and Certain Operating Expenses 4 Report of Independent Auditor To the Board of Directors of Medalist Diversified REIT, Inc. Opinio

MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2022 Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2

EX-99.2 4 tm2219573d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2022 and Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2022 and year ended December 31, 2021 Summary of Unaudited Pro Forma Consolidated Financi

Revolving Line of Credit Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 17, 2022)

Exhibit 10.3 REVOLVING LINE OF CREDIT NOTE $1,500,000.00 Richmond, Virginia June 13, 2022 FOR VALUE RECEIVED, the undersigned MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liability company (jointly and severally, whether one or more in number, in any combination, "Borrower") promises to

Term Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 17, 2022)

Exhibit 10.2 TERM NOTE $18,609,500.00 Richmond, Virginia June 13, 2022 FOR VALUE RECEIVED, the undersigned MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liability company (jointly and severally, whether one or more in number, in any combination, "Borrower"), promises to pay to the order o

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 13, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

Credit Agreement, dated as of June 13, 2022

Exhibit 10.1 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this "Agreement") dated June 13, 2022, is by and between MDR GREENBRIER, LLC, a Delaware limited liability company, MDR LANCER, LLC, a Delaware limited liability company, and MDR SALISBURY, LLC, a Delaware limited liability company (jointly and severally, whether one or more in number, in any combination, "Borrower"), and WELLS FARGO BANK, NATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Agreement of Sale, dated as of May 4, 2022.

Exhibit 10.1 AGREEMENT OF SALE THIS AGREEMENT OF SALE (?Agreement?) is made as of this 4th day of May, 2022 (the ?Effective Date?) between Abiding Abodes, LLC or assigns, a South Carolina limited liability company, and/or their assigns (?Purchaser?), MDR Clemson, LLC, a Delaware limited liability company (?MDR?), and MDR Clemson TRS, LLC, a Delaware limited liability company (?TRS,? and together w

Entry into a Material Definitive Agreement

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): May 4, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or organ

Regulation FD Disclosure, Results of Operations and Financial Condition

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): May 9, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or organ

Financial Supplement Table of Contents

Exhibit 99.2 Financial Supplement Table of Contents Definitions Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 Funds from Operations (FFO) and Adjusted Funds from Opera

May 2022 Presentation

Exhibit 99.3 May 2022 Presentation Disclaimers Forward - Looking Statements . This presentation contains certain statements that may be deemed to be ?forward looking statements? within the meaning of Section 27 A of the Securities Act and Section 21 E of the Securities Exchange Act of 1934 , as amended . To the extent that the information presented in this presentation discusses financial projecti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

MEDALIST DIVERSIFIED REIT, INC. REPORTS FIRST QUARTER 2022 RESULTS

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. REPORTS FIRST QUARTER 2022 RESULTS RICHMOND, VA, May 9, 2022. Medalist Diversified REIT, Inc. (NASDAQ:MDRR), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the three months ended March 31, 2022 and provided a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-3871

Purchase and Sale Agreement, dated as of April 8, 2022, by and between RCC Salisbury Marketplace, LLC and Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2022)

Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into this 8th day of April, 2022, by and between RCC SALISBURY MARKETPLACE, LLC, a Virginia limited liability company ("Seller"), and Medalist Diversified Holdings, L.P., a Delaware limited partnership ("Purchaser"). W I T N E S S E T H: WHEREAS, Seller has offered to sell its right, tit

Current Report

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): April 8, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file no: 001-38719 ME

MEDALIST DIVERSIFIED REIT, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS RICHMOND, VA, March 15, 2022. Medalist Diversified REIT, Inc. (NASDAQ:MDRR), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the year ended December 31, 2021 a

List of Subsidiaries †

Exhibit 21.1 Medalist Diversified REIT, Inc. List of Subsidiaries Medalist Diversified Holdings, L.P. MDR Franklin Square, LLC MDR Hanover Square, LLC MDR Ashley Plaza, LLC MDR Clemson, LLC MDR Clemson TRS, LLC MDR Brookfield, LLC MDR Lancer, LLC MDR Greenbrier, LLC MDR Parkway, LLC

Table of Contents

Exhibit 99.2 Table of Contents Years Ended December 31, 2021 and 2020 Definitions Consolidated Balance Sheets as of December 31, 2021 and 2020 Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) for the Years End

Results of Operations and Financial Condition

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): March 15, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or or

MDRR / Medalist Diversified REIT Inc / Wallace Robert V. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2) Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P 105 (CUSIP Number) Robert

Current Report

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): March 2, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or org

MDRR / Medalist Diversified REIT Inc / Wallace Robert V. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1) Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P 105 (CUSIP Number) Robert

MDRR / Medalist Diversified REIT Inc / Virginia Birth-Related Neurological Injury Compensation Program - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P 105 (CUSIP Number) Scott Moss, Esq. Lowenstein Sandler LLP 1251 Avenue of Americas New York, New York 10020 (646) 414-6874 (Nam

MDRR / Medalist Diversified REIT Inc / Wallace Robert V. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P 105 (CUSIP Number) Robert

MDRR / Medalist Diversified REIT Inc / Sachem Capital Corp. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Regulation FD Disclosure

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): January 20, 2022 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

January 2022 Presentation

Exhibit 99.1 January 2022 Presentation Disclaimers Forward - Looking Statements . This presentation contains certain statements that may be deemed to be ?forward looking statements? within the meaning of Section 27 A of the Securities Act and Section 21 E of the Securities Exchange Act of 1934 , as amended . To the extent that the information presented in this presentation discusses financial proj

MDRR / Medalist Diversified REIT Inc / Ault Global Holdings, Inc. - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 4)1 Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P 105 (CUSIP Number) Milto

Current Report

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): December 30, 2021 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

MEDALIST DIVERSIFIED REIT ANNOUNCES THE APPROVAL OF A COMMON STOCK REPURCHASE PROGRAM

Exhibit 99.1 FOR IMMEDIATE RELEASE MEDALIST DIVERSIFIED REIT ANNOUNCES THE APPROVAL OF A COMMON STOCK REPURCHASE PROGRAM Richmond, VA. December 30, 2021 ? Medalist Diversified REIT, Inc. (NASDAQ: MDRR) (the ?Company? or ?Medalist?), is a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S. The boar

MDRR / Medalist Diversified REIT Inc / Sachem Capital Corp. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Medalist Diversified REIT, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 58403P105 (CUSIP Number) December 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2021 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction

MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2021 Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September

Exhibit 99.2 MEDALIST DIVERSIFIED REIT, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2021 and Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2021 and year ended December 31, 2020 Summary of Unaudited Pro Forma Consolidated Financial Statements The following unaudited p

PARKWAY CENTER PROPERTY FINANCIAL STATEMENTS Nine Months Ended September 30, 2021 (unaudited) and Year Ended December 31, 2020 Table of Contents

Exhibit 99.1 PARKWAY CENTER PROPERTY FINANCIAL STATEMENTS Nine Months Ended September 30, 2021 (unaudited) and Year Ended December 31, 2020 Table of Contents Report of Independent Auditor 1 Statements of Revenues and Certain Operating Expenses 2 Notes to Statements of Revenues and Certain Operating Expenses 3 Report of Independent Auditor Board of Directors Medalist Diversified REIT, Inc. We have

Standby Equity Purchase Agreement, dated as of November 17, 2021, by and between Medalist Diversified REIT, Inc. and YA II PN. Ltd.

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this ?Agreement?) dated as of November 17, 2021 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and MEDALIST DIVERSIFIED REIT, INC., a company incorporated under the laws of the State of Maryland (the ?Company?). WHEREAS, the parties desire that, upon the term

Current Report

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): November 17, 2021 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

MEDALIST DIVERSIFIED REIT, INC. Up to $6,665,299 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-257238 PROSPECTUS SUPPLEMENT (To Prospectus dated July 27, 2021) MEDALIST DIVERSIFIED REIT, INC. Up to $6,665,299 of Common Stock We entered into a Standby Equity Purchase Agreement (the ?SEPA?), with YA II PN, Ltd., a Cayman Islands exempt limited partnership (?YA?), on November 17, 2021 for the offer and sale to YA of up to $6,665,299 of shar

Results of Operations and Financial Condition

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): November 15, 2021 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

MEDALIST DIVERSIFIED REIT, INC PROVIDES CORPORATE UPDATE AND REPORTS THIRD QUARTER 2021 RESULTS

Exhibit 99.1 MEDALIST DIVERSIFIED REIT, INC PROVIDES CORPORATE UPDATE AND REPORTS THIRD QUARTER 2021 RESULTS RICHMOND, VA, November 15, 2021. Medalist Diversified REIT, Inc. (NASDAQ:MDRR), a Virginia-based real estate investment trust that specializes in acquiring, owning and managing commercial real estate in the Southeast region of the U.S., today reported financial results for the third quarter

Table of Contents

Exhibit 99.2 Table of Contents Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020 Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2021 and 2020 EBITDA Reconciliations NOI Reconciliations Same Property NOI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 8, 2021 Medalist Diversified REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-38719 47-5201540 (State or other jurisdiction of incorporation or

Promissory Note, dated as of November 8, 2021, by MDR Franklin Square, LLC for the benefit of DBR Investments Co. Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 10, 2021).

Exhibit 10.2 PROMISSORY NOTE $13,250,000.00 New York, New York November 8, 2021 FOR VALUE RECEIVED, MDR FRANKLIN SQUARE, LLC, a Delaware limited liability company, as maker, having its principal place of business at 1051 East Cary Street, Suite 601, James Center Three, Richmond, Virginia 23219 (?Borrower?), hereby unconditionally promises to pay to the order of DBR INVESTMENTS CO. LIMITED, a Cayma

Loan Agreement, made as of November 8, 2021, by and between MDR Franklin Square, LLC and DBR Investments Co. Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2021).

Exhibit 10.1 LOAN AGREEMENT Dated as of November 8, 2021 Between MDR FRANKLIN SQUARE, LLC, as Borrower and DBR INVESTMENTS CO. LIMITED, as Lender Property: 3900 East Franklin Boulevard Gastonia, North Carolina 28056 TABLE OF CONTENTS Page Article 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Specific Definitions 1 Section 1.2 Index of Other Definitions 21 Section 1.3 Principles of Constr

Note, made as of November 1, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 8, 2021).

Exhibit 10.2 PROMISSORY NOTE $5,100,000.00 November 1, 2021 FOR VALUE RECEIVED, PMI PARKWAY, LLC, a Delaware limited liability company, and MDR PARKWAY, LLC, a Delaware limited liability company (jointly and severally, ?Borrower?), promise to pay to the order of TIAA, FSB, or any subsequent holder of this Note (?Lender?), at its principal offices located at 301 West Bay Street, Floor #28, Jacksonv

Tenants in Common Agreement, dated as of November 1, 2021, by and between PMI Parkway, LLC and MDR Parkway, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 8, 2021).

Exhibit 10.1 TENANTS IN COMMON AGREEMENT This Tenants in Common Agreement (?Agreement?) is made and effective as of November 5, 2021, by and among PMI Parkway, LLC, a Delaware limited liability company, with an address at 406 Page Road, Nashville, TN 37205 (?PMI Parkway?), and MDR Parkway, LLC, a Delaware limited liability company, with an address at 1051 E. Cary Street, Suite 601, James Center Th