Sec Form 4 Filing - KAVANAUGH FRANK @ Medalist Diversified REIT, Inc. - 2025-08-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KAVANAUGH FRANK 2. Issuer Name and Ticker or Trading Symbol Medalist Diversified REIT, Inc. [ MDRR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHAIRMAN, CEO & PRESIDENT (Last) (First) (Middle) MEDALIST DIVERSIFIED REIT, INC., POST OFFICE BOX 8436 3. Date of Earliest Transaction (MM/DD/YY) 08/08/2025 (Street) RICHMOND, VA23226 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/08/2025 D 240,004 ( 1 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Operating Partnership Units ( 3 ) 08/08/2025 A 240,004 ( 4 ) 08/08/2026 ( 5 ) Common Stock 240,004 ( 6 ) 1,103,795 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KAVANAUGH FRANK MEDALIST DIVERSIFIED REIT, INC. POST OFFICE BOX 8436 RICHMOND, VA23226 X X CHAIRMAN, CEO & PRESIDENT Signatures /s/ Frank Kavanaugh 08/11/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares exchanged under an Exchange Agreement dated August 8, 2025 (the "Exchange Agreement") pursuant to which Mr. Kavanaugh exchanged 240,004 shares of common stock, par value $0.01 per share (the "Common Stock") of Medalist Diversified REIT, Inc. (the "Company"), on a one-for-one basis for 240,004 units of limited partnership interest (the "OP Units") in the Company's operating partnership, Medalist Diversified Holdings, LP (the "Operating Partnership"). ( 2 )Represents shares exchanged subject to the Exchange Agreement pursuant to which Mr. Kavanaugh exchanged 240,004 shares of Common Stock, on a one-for-one basis for 240,004 OP Units. ( 3 )OP Units are redeemable for cash or, at the Company's option, shares of Common Stock, on a one-for-one basis after a holding period of one-year from the date of the Exchange Agreement. ( 4 )Represents OP Units received subject to the Exchange Agreement pursuant to which Mr. Kavanaugh exchanged 240,004 shares of Common Stock on a one-for-one basis for 240,004 OP Units. ( 5 )No expiration date. ( 6 )On August 8, 2025, the Reporting Person exchanged 240,004 shares of Common Stock for 240,004 OP Units.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.