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 19, 2025 (December 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 |
| (Commission File Number) |
| (I.R.S. Employer |
P.O. Box 8436
Richmond, VA 23226
(Address of principal executive offices)
(804) 338-7708
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of each Exchange |
| Trading |
Common Stock, $0.01 par value |
| Nasdaq Capital Market |
| MDRR |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 | Other Events |
Dividend
On December 19, 2025, Medalist Diversified REIT, Inc. (the “Company”) issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference, whereby the Board of Directors (the “Board”) has authorized and the Company has declared a quarterly dividend on its common stock (the “Common Stock”) in the amount of $0.0675 per share (the “Dividend”). The Dividend will be payable in cash on January 13, 2026 to holders of record of the Common Stock as of January 8, 2026.
Ownership Waivers
On December 18, 2025, the Board granted a waiver of the ownership limitations in Article VI of the Company’s Articles of Incorporation to permit Frank Kavanaugh, the Company’s Chief Executive Officer and a member of the Board, and any of his affiliates, and C. Brent Winn, Jr, the Company’s Chief Financial Officer, and any of his affiliates to own up to 30.0% and 7.5%, respectively, in the aggregate of the outstanding shares of capital stock of the Company as set forth in, and subject to the terms and conditions in, those certain ownership waiver letters, each dated as of December 18, 2025, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| ||
Exhibit No. | | Description |
10.1 | | |
10.2 | | |
99.1 | | |
104 | | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDALIST DIVERSIFIED REIT, INC. | |
|
|
|
Dated: December 19, 2025 | By: | /s/ C. Brent Winn, Jr. |
|
| C. Brent Winn, Jr. |
|
| Chief Financial Officer |