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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)

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:

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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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ¨

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On January 31, 2025, the Board of Directors (the “Board”) of Medalist Diversified REIT, Inc. (the “Company”) appointed Marc Carlson, as a Class II director of the Company, effective immediately. Mr. Carlson will serve as a Class II director until the 2025 Annual Meeting of Stockholders and will stand for re-election at that meeting. Mr. Carlson is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director. As required to be disclosed under Item 404(a) of Regulation S-K, Mr. Carlson participated as an investor in the Company’s December 13, 2024 private placement (the “Private Placement”) of the Company’s common stock, par value $0.01 (“Common Shares”). Mr. Carlson purchased 100,000 Common Shares for an aggregate purchase price of $1,250,000. Mr. Carlson will be compensated as a non-employee director in accordance with the Company’s non-employee director compensation policies as most recently described in the Company’s 2024 Proxy Statement and as updated from time to time. Mr. Carlson was appointed to serve on the Compensation Committee of the Board.

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In connection with Mr. Carlson’s appointment, the Board increased its size to seven directors effective January 31, 2025.

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On February 6, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

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(d) Exhibits

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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