Medalist Diversified (MDRR): Voided Charter Vote, Nov 23 Re-Vote

What the October 19, 2026 filings say, and what they do not

Two documents landed the same day. The 8-K is short. Under Item 8.01 it says the company filed a Certificate of Correction “confirming that the amendment to the charter of the Company set forth in Articles of Amendment filed by the Company with the SDAT on June 17, 2026 (the “Articles of Amendment”) is of no force or effect.” It adds that the board “intends to again seek stockholder approval at a special meeting of stockholders.” The Certificate restates Article VI “as originally in effect.”

The PRE 14C is the preliminary information statement for that meeting. It is a Schedule 14C, not a proxy: it says “WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.” Because management holds enough votes, no one else's vote is needed.

Several things people search for are not in these filings:

• No reverse split. The most recent split was a 1-for-10 reverse split followed by a 5-for-1 forward split, both effective July 2, 2024, which cut shares outstanding from 2,236,631 to 1,118,315 (10-K).
• No preferred stock deal. The 8.0% Series A cumulative redeemable preferred was fully redeemed on January 10, 2025. There is no preferred left to hold or convert.
• No merger, sale of the company or strategic transaction. The only item on the November 23 agenda is the charter amendment.
• No going-concern warning. The 10-Q says management “concludes that it is probable” the company can meet its obligations within one year.

Why the vote failed: the arithmetic

The company's own wording is that the amendment “was supported by over 95% of the votes cast.” That is true of votes cast: 675,502 for against 30,593 against is 95.7% (our arithmetic). The problem is the standard. The 2026 proxy statement, filed May 15, 2026, said for Proposal 4: “A majority of the votes entitled to be cast. Abstentions and broker non-votes will have the same effect as votes against the proposal.”

On the June 17, 2026 8-K the company reported the amendment as approved. The October 19 8-K says it “initially determined” the amendment was approved “but recently determined” it had not received the vote required by its charter and Maryland law. The filings do not say what prompted the review. They also do not say how any individual holder voted in June.

Why the second vote is different. The share count rose between the two record dates. The 10-Q says the company redeemed 300,000 operating partnership units from its chairman and CEO for 300,000 common shares on February 12, 2026 and 200,000 more on April 16, 2026. The April 16 shares were issued six days after the April 10 record date. The new record date, October 19, 2026, sees 1,628,500 shares, exactly 200,000 more than the June count (our arithmetic). The information statement shows the CEO with 846,177 shares, 52.0% of the common stock, plus 606,200 operating partnership units. Without the April 16 shares he would have held 646,177, or 45.2% of 1,428,500 (our arithmetic, assuming nothing else changed). That is an inference from two filings, not a statement by the company.

One inconsistency inside the information statement: the notice says management holds 55.9% of the voting power, while the ownership table gives 58.2% for the six directors and executive officers as a group. Both leave management above 50%.

What the amendment does

It is a tax-loss protection clause under Sections 382 and 383 of the Internal Revenue Code, not a poison pill aimed at a bidder. The company says it has net operating losses (NOLs) and net capital losses (NCLs), and “a net unrealized built-in loss.” An “ownership change” under Section 382 can limit how much of those losses it may use.

The company is open about the trade-off. It writes that the restriction “may have anti-takeover effects” and could prevent holders “from realizing an opportunity to sell all or a portion of their shares of our stock at higher than market prices.” It also says it must rely on Schedule 13D and 13G filings to know who owns what. The amendment text says the rule “is not intended to prevent the Shares from being DTC-eligible,” so ordinary open-market trading is meant to continue.

One loose end: the February 2026 8-K (Item 3.03) said that after the REIT termination the share ownership limits in Article VI “no longer apply,” while the October 19 certificate restates Article VI “as originally in effect.” The filings do not explain how the two fit, and we did not find the certificate's exhibit text. If you need to know which ownership cap binds you today, ask the transfer agent or the company.

Calendar

The filing is preliminary. The SEC may comment, and the definitive information statement could change dates or text. Check for a DEF 14C before relying on November 23, 2026.

The company behind the vote

Medalist is a small Maryland company, formed September 28, 2015, that owned 10 properties on December 31, 2025 and has been shrinking its property book while pivoting. Numbers below are from the June 30, 2026 10-Q.

For the six months ended June 30, 2026 the company reported net income of $13,916,648, but that came from a $12,785,020 gain on property sales and a $2,076,254 income tax benefit; revenue fell to $3,967,687 from $4,786,813, and cash used in operations was $187,396. Q2 alone was a net loss of $418,684 attributable to common stockholders. In Q1 it recorded a $3,902,878 deferred-tax benefit when it ended the REIT election. These tax assets are the reason the NOL clause matters.

Property. The 10-Q portfolio table lists five properties (Ashley Plaza, Lancer Center, Brookfield Center, East Coast Wings and T-Mobile; 410,484 square feet, 91.4% occupied). Ashley Plaza then sold on July 31, 2026 for $16,275,000, with $10,060,697 used to retire its mortgage. On June 17, 2026 the company signed to sell Brookfield Center for $10,250,000, expected to close within 45 days; we found no closing 8-K as of October 20, 2026.

DST program. The stated strategy is to buy net-lease properties, place them in DSTs and sell the interests to accredited investors, earning fees. The first DST, XXV DST (Tesla, Pensacola), closed its offering on August 7, 2026 with about $7,990,000 of net proceeds to the company. Since then the company bought an Overland Park, Kansas Caliber Collision property for $5,800,000 on July 29, 2026 and an Aubrey, Texas one for $5,404,864 on September 17, 2026, each through a DST it plans to sell. It terminated two Texas purchase agreements on August 18, 2026 and reinstated one on September 3, 2026. For what a DST is, see how Delaware statutory trusts work and DST fees from Form D filings.

Related-party deal. On October 9, 2026 a joint venture in which the company committed $4.0 million for about 42% preferred equity took a construction loan of up to $13,800,000 for Savannah, Georgia townhomes, at the greater of 11.5% or prime plus 4.75%, maturing October 9, 2027. The 8-K says the CEO and a director also invest in the venture's common equity. The company's operating partnership gave a non-recourse carve-out guaranty, a completion guaranty and an environmental indemnity.

Dividend and tax status

The board declared $0.0675 per share on October 6, 2026, payable October 23, 2026 to holders of record October 16, 2026; the July dividend was the same amount. The company's 10-K warns that ending REIT status “will change the tax treatment of our dividends”: C-corporation dividends are generally taxed at qualified dividend rates to the extent of earnings and profits, and the company “may not be able to elect to qualify as a REIT for five taxable years including our 2026 taxable year.” How a particular payment is reported on your Form 1099-DIV is for the company and your tax adviser; for the older REIT rules see REIT distributions and return of capital.

What a holder can do with this

This page is analysis of public documents, not investment, legal or tax advice.

• Common stockholder, no action needed. There is no ballot, no proxy and no deadline for you. Your shares are not affected by the October 19 filing.
• Hold less than 4.9% and trade normally? The amendment is aimed at people who would cross 4.9% (including through options or attribution rules). Check any large position you hold, directly or through family or entities, before buying more.
• Hold 4.9% or more? You do not have to sell, but you could not add. Read the Section 382 attribution language in Appendix A of the PRE 14C.
• Look for a DEF 14C and an 8-K after November 23, 2026. The definitive statement fixes the dates; the 8-K reports the new Articles of Amendment.
• Do not rely on old “REIT” screens. Yield tables, REIT lists and index filters that still list MDRR as a REIT are out of date. If you hold it for REIT tax treatment, that ended with 2025. See non-traded vs publicly traded REITs for how holders' options differ and the Aimco liquidation for another listed company in transition.
• Weighing a Medalist-sponsored DST? The sponsor's own balance sheet is a separate question from the property held in the trust.

FAQ

All figures are from SEC filings read on EDGAR on October 20, 2026. Medalist Diversified, Inc. (CIK 1654595): Form 8-K of October 19, 2026 (accession 0001104659-26-116904); Schedule PRE 14C of October 19, 2026 (0001104659-26-116911); Form 10-Q for June 30, 2026 (0001104659-26-095898); Form 10-K for 2025 (0001104659-26-022253); definitive proxy statement DEF 14A of May 15, 2026 (0001104659-26-061887); Forms 8-K of February 17, 2026 (0001104659-26-016379), June 17, 2026 (0001104659-26-075174), July 13, 2026 (0001104659-26-082898), July 29, 2026 (0001104659-26-088128), August 5, 2026 (0001104659-26-090763), August 20, 2026 (0001104659-26-099225), September 18, 2026 (0001104659-26-108961), October 6, 2026 (0001104659-26-114041) and October 13, 2026 (0001104659-26-115493). Vote percentages, the majority threshold, the share-count comparison and the 10-Q deadline are our arithmetic. The PRE 14C is preliminary and may change. This is analysis of public documents, not investment, legal or tax advice.