NASDAQ: MDRR
Medalist Diversified, Inc.CIK 0001654595 · Real Estate Investment Trusts
As used in this Annual Report, unless the context otherwise requires, references to “we,” “our,” “us,” and “our company” refer to Medalist Diversified, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Medalist Diversified Holdings, LP, a Delaware limited… About this business →
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About Medalist Diversified, Inc.
Source: Item 1 (Business) from the 10-K filed March 2, 2026. Description as filed by the company with the SEC.
ITEM 1.BUSINESS
As used in this Annual Report, unless the context otherwise requires, references to “we,” “our,” “us,” and “our company” refer to Medalist Diversified, Inc., a Maryland corporation, together with our consolidated subsidiaries, including Medalist Diversified Holdings, LP, a Delaware limited partnership of which we are the sole general partner, except where it is clear from the context that the term only means Medalist Diversified, Inc.
Overview
Medalist Diversified, Inc. was formed in 2015 as a Maryland corporation, to acquire, reposition, renovate, lease and manage income-producing properties. We own our investment properties and other investments through our operating partnership, Medalist Diversified Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) which was formed on September 29, 2015. Medalist Diversified, Inc. serves as the general partner of Medalist Diversified Holdings, LP. Beginning with our taxable year ended December 31, 2017, through our taxable year ended December 31, 2025, we elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes, and we believe that we operated in a manner qualifying us as a REIT for those taxable years. We revoked our REIT election effective January 1, 2026. On March 2, 2026, we changed our name from Medalist Diversified REIT, Inc. to Medalist Diversified, Inc. in connection with our revocation of our REIT status.
During 2025, we initiated a DST sponsorship platform to raise capital, through our Operating Partnership, through private placement offerings exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by selling beneficial interests (the “DST Interests”) in specific DSTs holding real properties (the “DST Program”). On July 18, 2025, we closed on the acquisition of a Tesla sales, service and delivery facility consisting of a 45,461 square foot, single story building on 3.498 acres of land located at 312 E. 9 Mile Road, Pensacola, Florida (the “Tesla Pensacola Property”) from an unrelated party. On November 7, 2025, we completed the contribution of the Tesla Pensacola Property to MDRR XXV DST 1 (“XXV DST”), a wholly-owned subsidiary of our company. Following the contribution, we initiated efforts to sell the DST Interests in the XXV DST which, as of March 2, 2026, are ongoing.
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Our Strategy
During 2025, we initiated a strategic repositioning. Effective January 1, 2026, we revoked our REIT status and are transitioning our primary focus to build our DST Program to generate fee income and increase assets under management. We continue to evaluate direct and indirect real estate investments that support our DST Program, including opportunities within our existing portfolio, which may include selective dispositions of properties from our legacy portfolio to generate capital for our DST Program.
Our efforts to scale our DST Program will be focused on identifying real estate investments suitable for DST vehicles that offer competitive, risk-adjusted returns. We plan to focus on net lease assets with nationally recognized tenants or those with investment grade credit ratings, in larger metropolitan areas experiencing high levels of growth in the southeast, mountain states, and California. Industry focuses will include, but not be limited to, retail, medical, and single tenant industrial and warehouse uses.
We may also pursue, in an opportunistic manner, non-real estate-related investments, including, among other things, equity or other ownership interests in entities that are the direct or indirect owners of real property, indirect investments in real property, such as those that may be obtained in a joint venture, and ownership of crypto assets, other equity investments, including marketable securities, short-duration U.S. treasuries, and other investment-grade marketable securities.
Our Board of Directors (the “Board”) and management believe that our company’s current focus on unlocking its potential value and increasing assets under management and fee income through our DST Program provides an attractive balance of risk and returns and aligns with a measured approach to raising growth capital. We may revise these investment strategies without the approval of our stockholders.
There is, however, no assurance that our company’s strategy, including unlocking its potential value, achieving its objectives related to the DST Program, or its other investment strategies, will be successful.
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Management
We are managed internally as directed by the Board. Our stockholders are not involved in our day-to-day affairs.
Our principal address is Post Office Box 8436, Richmond, Virginia 23226.
Our Portfolio
As of December 31, 2025, we owned ten investment properties comprised of three retail properties, three flex/industrial properties and four STNL properties, including the Tesla Pensacola Property, which we beneficially own through the XXV DST. We own 100% of the interests in our real estate investments, except for one flex/industrial property of which we own an 82% tenant in common interest in the property. We intend to sell 100% of the beneficial interests in the XXV DST. For further information on our real estate investments and our tenant base, see “Item 2-Properties.” In addition, as of December 31, 2025, we owned crypto assets consisting of 3.36 bitcoin.
Reporting Segments
We establish operating segments at the property level and aggregate individual properties into reportable segments based on product types in which we have real estate investments. As of December 31, 2025, we had three reportable segments, consisting of retail center properties, flex center properties and STNL properties.
Competition
We are subject to significant competition in seeking real estate investments for our DST Program and for other potential non-real estate investments. We compete with many third parties engaged in real estate investment activities including REITs, DST sponsors, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, lenders, hedge funds, governmental bodies and other entities. We also face competition from other real estate investment programs and DST sponsors for potential investors in our DST offerings. Many of our competitors have substantially greater financial and other resources than we have and may have substantially more operating and DST sponsorship experience than us. They also may enjoy significant competitive advantages that result from, among other things, a lower cost of capital.
Environmental Matters
As the owner of the buildings on our properties, we could face liability for the presence of hazardous materials (e.g., asbestos or lead) or other adverse conditions (e.g., poor indoor air quality) in our buildings. Environmental laws govern the presence, maintenance, and removal of hazardous materials in buildings, and if we do not comply with such laws, we could face fines for such noncompliance. Also, we could be liable to third parties (e.g., occupants of the buildings) for damages related to exposure to hazardous materials or adverse conditions in our buildings, and we could incur material expenses with respect to abatement or remediation of hazardous materials or other adverse conditions in our buildings. In addition, some of our tenants routinely handle and use hazardous or regulated substances and wastes as part of their operations at our properties, which are subject to regulation. Such environmental and health and safety laws and regulations could subject us or our tenants to liability resulting from these activities. Environmental liabilities could affect a tenant’s ability to make rental payments to us, and changes in laws could increase the potential liability for noncompliance. This may result in significant unanticipated expenditures or may otherwise materially and adversely affect our operations. We are not aware of any material contingent liabilities, regulatory matters or environmental matters that may exist.
Staffing
We do not have any employees and our President and Chief Executive Officer, Chief Financial Officer and non-executive staff are employed by Gunston Consulting, LLC (the “Consultant”) under a staffing agreement dated November 13, 2023 (the “Staffing Agreement”). Our properties are managed by third party property management companies with whom we contract.
Available Information
We electronically file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the SEC. Copies of our filings with the SEC may be obtained from the SEC’s website at www.sec.gov,
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or downloaded from our website at www.medalistdiv.com, as soon as reasonably practicable after such material has been filed with, or furnished to, the SEC. Access to these filings is free of charge.
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