UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 1, 2026 (
(Exact Name of Registrant as Specified in Its Charter)
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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) |
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission by Medalist Diversified, Inc., a Maryland corporation (the “Company”) on February 4, 2026, on February 3, 2026, MDR Franklin Square, LLC, a Delaware limited liability company (the “Seller”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (the “Agreement”), with PC Acquisitions, LLC, a North Carolina limited liability company (the “Purchaser”), whereby the Purchaser agreed to acquire from the Seller the Shops at Franklin Square, a 134,239 square foot retail property located in Gastonia, North Carolina (the “Franklin Square Property”).
On March 30, 2026, the Company closed on the sale of the Franklin Square Property (the “Disposition”). The total sales price of the Franklin Square Property was $24,100,000. The sale was based on arm’s length negotiations with an unaffiliated purchaser. The Company used $12,954,175 from the proceeds from the sale of the Franklin Square Property to defease and retire is obligations under the mortgage loan secured by the Franklin Square Property.
The foregoing description is only a summary of the material provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on 8-K filed on February 4, 2026 and incorporated by reference herein.
The unaudited pro forma condensed consolidated financial information of the Company, together with the related notes thereto, giving effect to the consummation of the Disposition and the consummation of prior dispositions, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 | Other Events |
On April 1, 2026, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 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 April 21, 2026 to holders of record of the Common Stock as of April 15, 2026.
Item 9.01 | Financial Statements and Exhibits. |
(b) Unaudited Pro Forma Financial Information
The following unaudited pro forma financial statements for the Company are set forth in Exhibit 99.1, which is incorporated herein by reference.
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025.
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2025.
Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2025.
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL Document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEDALIST DIVERSIFIED, INC. | |
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Dated: April 1, 2026 | By: | /s/ C. Brent Winn, Jr. |
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| C. Brent Winn, Jr. |
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| Chief Financial Officer |