Medalist Diversified Inc 2025年度报告

MEDALIST DIVERSIFIED, INC. Maryland(State or other jurisdictionof incorporation) 47-5201540(IRS EmployerIdentification No.) P.O. Box 8436Richmond, VA 23226(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (804) 338-7708Medalist Diversified REIT, Inc.(Former name or former address, if changed since last report.) Securities registered pursuant to section 12(b) of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 standardsprovided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐☒No As of June 30, 2025 the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates ofthe registrant was $6,923,881, based on the closing sales price of $10.44 per share as reported on the Nasdaq Capital Market. Portions of the registrant’s Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders (to be filed with the Securities and Exchange Commission no later than 120days after the end of the registrant’s fiscal year end) are incorporated by reference in this Annual Report on Form 10-K in response to Part II, Item 5 and Part III, Items 10, 11, 12, 13 and 14. Medalist Diversified, Inc.Annual Report on Form 10-KFor the Fiscal Year Ended December 31, 2025Table of ContentsCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3PART I5ITEM 1.BUSINESS5ITEM 1A.RISK FACTORS8ITEM 1B.UNRESOLVED STAFF COMMENTS35ITEM 1C.CYBERSECURITY35ITEM 2.PROPERTIES36ITEM 3.LEGAL PROCEEDINGS47ITEM 4.MINE SAFETY DISCLOSURES47PART II48ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES48ITEM 6.[RESERVED]48ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS48ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK67ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA67ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE67ITEM 9A.CONTROLS AND PROCEDURES67ITEM 9B.OTHER INFORMATION68PART III69ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE69ITEM 11.EXECUTIVE AND DIRECTOR COMPENSATION69ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS69ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE69ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES69PART IV70ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES70 The U.S. Private Securities Litigation Reform Act of 1995 (the “1995 Act”) provides a “safe harbor” for forward-lookingstatements. This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements that we intend to be coveredby the safe harbor provisions of the 1995 Act. We have used the words “approximately,” “anticipate,” “assume,” “believe,” “budget,”“contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,”“seek,” “should,” “target,” “wil