Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Medalist Diversified REIT (Name of Issuer) |
Common Stock (Title of Class of Securities) |
58403P402 (CUSIP Number) |
Brent Winn P. O. Box 8436, Richmond, VA, 23226 804-338-7708 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/28/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 58403P402 |
| 1 |
Name of reporting person
Charles Brent Winn Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
59,202.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Medalist Diversified REIT |
| (c) | Address of Issuer's Principal Executive Offices:
P. O. Box 8436, Richmond,
VIRGINIA
, 23226. |
| Item 2. | Identity and Background |
| (a) | Charles Brent Winn Jr. |
| (b) | The principal business address for the Reporting Person is P. O. Box 8436, Richmond, VIRGINIA , 23226. |
| (c) | The principal business of the Reporting Person is Chief Financial Officer of Medalist Diversified REIT, Inc. engaged in the investment and management of commercial real estate with a mailing address of P. O. Box 8436, Richmond, VA 23226. |
| (d) | No |
| (e) | No |
| (f) | US |
| Item 3. | Source and Amount of Funds or Other Consideration |
The holdings reported by the Reporting Person herein consist of 59,202 shares of Common Stock of the Issuer. On January 28, 2026, the Reporting Person acquired 4,000 shares of Common Stock of the Issuer granted to the Reporting Person by the board of directors pursuant to the Issuer's 2018 Equity Incentive Plan as compensation for his service as the Company's Chief Financial Officer. Such acquisition triggered the requirement to file this Schedule 13D. The Reporting Person had previously made open market purchases using personal funds and the Issuer previously awarded additional shares of Common Stock to the Reporting Person pursuant to the Medalist Diversified REIT, Inc. 2018 Equity Incentive Plan in connection with his service to the Issuer, resulting in the current beneficial ownership set forth in Row 11 of the cover page of this Schedule 13D. | |
| Item 4. | Purpose of Transaction |
The information set forth in Items 3, 5 and 6 hereof are hereby incorporated by reference into this Item 4, as applicable. The Reporting Person became the beneficial owner of more than 5% of the outstanding shares of Common Stock of the Issuer upon its receipt 4,000 shares of Common Stock were granted to the Reporting Person by the board of directors pursuant to the Issuer's 2018 Equity Incentive Plan as compensation for his service as the Company's Chief Financial Officer. Except to the extent the foregoing may be deemed a plan or proposal, as of the date of this Schedule 13D, the Reporting Person has no plans or proposals which relate to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, take into consideration such factors as he deems relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Person. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of his holdings of securities of the Issuer or to change his intention with respect to any or all of the matters referred to in this Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person has voting and dispositive power over 59,202 shares of Common Stock of the Issuer, which represents approximately 5.25% of the total issued and outstanding shares of Common Stock of the Issuer based upon 1,128,500 shares of Common Stock outstanding at February 2, 2026, as reported by the Issuer. |
| (b) | 59,202 |
| (c) | On January 28, 2026, 4,000 shares of Common Stock were granted to the Reporting Person by the board of directors pursuant to the Issuer's 2018 Equity Incentive Plan as compensation for his service as the Company's Chief Financial Officer. |
| (d) | None |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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