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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): April 28, 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 (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. ¨

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As previously reported, wholly-owned subsidiaries (the “Borrower”) of the operating partnership of Medalist Diversified REIT, Inc. (the “Company”)  entered into a Credit Agreement, dated as of June 13, 2022 (the “Credit Agreement”), with Wells Fargo Bank, National Association (the “Lender”), for a term loan (the “Term Loan”) and revolving line of credit (the “Line of Credit”). On October 2, 2024, the Borrower, the Company and Lender entered into an Amendment to the Credit Agreement, an Amended and Restated Term Note, an Amended and Restated Revolving Line of Credit Note and an Amended and Restated Continuing Guaranty. 

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On April 28, 2025, the Borrower, the Company and Lender entered into the Second Amendment to the Credit Agreement (the “Credit Agreement Amendment), pursuant to which the Company terminated the Amended Line of Credit Note and the Line of Credit. As of the date of termination, the Company did not have any borrowings under the Line of Credit, and the Company believes it was in compliance with all covenants. In addition, the Company did not incur any premium or early penalties in connection with its termination of the Line of Credit. The Term Loan remains in place and had an outstanding balance of $17,395,602 as of March 31, 2025.

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The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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The disclosure set forth under “Item 1.01. Entry into a Material Definitive Agreement” regarding the termination of the Amended and Restated Revolving Line of Credit Note is incorporated herein by reference.

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The disclosure set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

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(d) Exhibits

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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.

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