MEDALIST DIVERSIFIED REIT, INC._December 31, 2024

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 10-K/A
 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to
 Commission file no: 001-38719

 MEDALIST DIVERSIFIED REIT, INC.

 Maryland

 47-5201540

 (State or other jurisdiction
 of incorporation)

 (IRS Employer
 Identification No.)

 P.O. Box 8436
 Richmond, VA 23226
 (Address of principal executive offices) (Zip Code)
 Registrant's telephone number, including area code: ( 804) 338-7708

 Securities registered pursuant to section 12(b) of the Act:

 Title of Each Class

 Trading Symbol(s)

 Name of each Exchange on Which Registered

 Common Stock, $0.01 par value per share

 MDRR

 The Nasdaq Capital Market

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No
 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 As of June 30, 2024 the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $ 8,239,225, based on the closing sales price of $5.76 per share as reported on the Nasdaq Capital Market.

 The number of shares of Common Stock, $0.01 par value per share, of the registrant outstanding at February 27, 2025 was 1,362,690.

 Auditor Firm Id: 00 677 Auditor Name: Cherry Bekaert LLP Auditor Location: Richmond, Virginia

 EXPLANTORY NOTE

 This Amendment No.1 amends the Annual Report on Form 10-K, as filed by Medalist Diversified REIT, Inc. (the "Company") with the Securities and Exchange Commission on February 27, 2025 (the "Original Form 10-K"), and is being filed solely to amend and replace Part III of the Original Form 10-K. No other information or disclosures in the Original Form 10-K including the Company's financial statements and the other footnotes thereto, have been amended or updated by this Amendment No. 1.

 Medalist Diversified REIT, Inc.
 Annual Report on Form 10-K/A
 For the Fiscal Year Ended December 31, 2024
 w

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE AND DIRECTOR COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our Executive Officers and Directors

 The individuals listed as our executive officers below manage the day-to-day affairs and carry out the directives of our Board in the review, selection and recommendation of investment opportunities and operating acquired investments and monitoring the performance of those investments to ensure that they are consistent with our investment objectives. The duties that these executive officers perform also include the performance of corporate governance activities on our behalf that require the attention of our corporate officers, including signing certifications required under Sarbanes-Oxley Act of 2002, as amended, for filing with the periodic reports.

 The following table and biographical descriptions set forth certain information with respect to the individuals who currently serve as our executive officers and directors:

 Name

 Age

 Position

 Class 1 Directors (terms expire at the 2027 annual meeting)

 Kory J. Kramer

 David Lunin

 Class 2 Directors (terms expire at the 2025 annual meeting)

 A. Lee Finley

 Emanuel D. Neuman

 Marc Carlson

 Class 3 Directors (terms expire at the 2026 annual meeting)

 Director, President, Chief Executive Officer, Secretary and Treasurer

 Neil P. Farmer

 Officers

 Director, President, Chief Executive Officer, Secretary and Treasurer

 C. Brent Winn, Jr.

 Chief Financial Officer

 Francis P. Kavanaugh, President and Chief Executive Officer, Secretary and Treasurer. Mr. Kavanaugh is our President and Chief Executive Officer, Secretary and Treasurer. He was appointed to our Board of Directors as a Class 3 director on May 24, 2023, and his current term expires at the 2026 annual meeting. Mr. Kavanaugh is the co-founder of Fort Ashford Funds, LLC, a privately held investment firm, and has served as its Managing Director since its inception in 2004. Mr. Kavanaugh received his B.S. in Information and Computer Science from the University of California Irvine in 1985 and his MBA from Pepperdine University in 2003. Mr. Kavanaugh has more than 30 years of diverse experience in real estate investment, business restructuring and operational leadership. He has been actively involved with the restructuring of over 20 businesses in the public and private sectors and is adept at navigating complexity and implementing strategic changes. Management believes his experiences significantly contribute to the Company, especially with respect to his strong operational leadership and vision for strategic changes.

 Neil P. Farmer, Independent Director. Mr. Farmer is an independent director who was appointed to our Board of Directors as a Class 3 director on April 28, 2017, and his current term expires at the 2026 annual meeting. Mr. Farmer founded Farmer Properties, Inc., a real estate development firm located in Richmond, Virginia in 1983. Mr. Farmer has served as the President of Farmer Properties since its founding with responsibility over the entirety of its real estate development business. He received his B.A. in Government and Foreign Affairs from Hampden-Sydney College in 1978. Mr. Farmer has been in the commercial real estate and residential real estate business for over 30 years, and management believes he provides the Company with real estate expertise gained in his career, especially with regard to renovations and large capital projects.

 A. Lee Finley, Independent Director. Mr. Finley is an independent Class 2 director who was appointed to our Board of Directors on June 25, 2024. His current term expires at the 2025 annual meeting. Mr. Finley is the President, owner and founder of BFX Fire,

 manufacturer of wild land fire trucks (since 1993), Pioneer Truckweld, manufacturer of dump trucks and trailers (since 2012), F&F Composites Manufacturing, supplier of fiberglass products (since 2003), and FWAM Aircraft Management Company, a private jet operations management firm (since 2006). He has been the Vice President of Cobalt Truck Equipment, a commercial truck upfitter since 2020, the Vice President and owner of Touchdown Investments Inc., a family investment office since 1998, and the President and owner of ALF Operating Partners Investment Company, a family investment office since 2002. He has been the President and owner of Air Shelters USA, a manufacturer of rapidly deployable shelter products since 2016, in addition to other minority interests in various diverse businesses. Mr. Finley has served as a Director of GBank since 2013 and GBank Financial Holdings Inc. since its formation in December 2017. Mr. Finley has extensive real estate holdings across 10 states. Mr. Finley was born in Vancouver, British Columbia, where he attended the University of British Columbia, majoring in economics. He began a lifelong career in the utility equipment business in Vancouver in 1969. Mr. Finley moved to Spokane in 1976, to Las Vegas in 1988, and to Fort Worth in 1990. He became a citizen of the United States of America in 1993. He has been a resident of Fort Worth since 1990, where he participates in numerous community and charitable organizations. The Company's Board believes his experiences will significantly contribute to the Company, especially with respect to his strong operational and real estate investment experience.

 Kory J. Kramer, Independent Director. Mr. Kramer is an independent director who was appointed to our Board of Directors as a Class 1 director on January 3, 2025. His current term expires at the 2027 annual meeting. Mr. Kramer is a partner with Newport Beach-based private equity firm Eagle Four Partners and serves as its investment officer focusing on acquisitions and dispositions, development and construction, financing, asset management, strategy and investor relations, a position he has held since 2018. He has led over $3 billion of transactions and financings including the purchase of the Fashion Island Hotel which was transformed into the Pendry Newport Beach managed by Montage International, Newport Beach Marriott Hotel & Spa which after a major repositioning is now known as VEA Newport Beach while simultaneously obtained entitlements for the new The Ritz-Carlton Residences, Newport Beach, and the purchase and repositioning of the Denver Sheraton Downtown and development of Element by Westin Reno Experience District. Prior to Eagle Four, Mr. Kramer was Chief Investment Officer at Irvine-based Pacific Hospitality Group from 2006 to 2018 where he led the purchase and sale of Bacara Resort in Santa Barbara, the development of Pas a Hotel & Spa in Huntington Beach and the new clubhouse at Newport Beach Country Club, expansions of The Meritage Resort in Napa, as well as a portfolio of other notable acquisitions. Mr. Kramer also serves as CEO of Pretorium, Inc., a private real estate investment and consulting company. He is a graduate of the University of Notre Dame Law School and received both his BA and MA degrees from Boston College. Mr. Kramer also served as a former Planning Commissioner for the City of Newport Beach.

 David Lunin, Independent Director. Mr. Lunin is an independent director who was appointed to our Board as a Class 1 director on September 19, 2023. His current term expires at the 2027 annual meeting. Mr. Lunin has served as the Executive Vice President and Chief Financial Officer of Calumet Specialty Product Partners, LP, a specialty product and renewable fuel producer, since 2023. Prior to joining Calumet, Mr. Lunin was a Managing Director at Goldman Sachs from 2010 to 2023, where he held various investment banking roles with a focus on executing mergers & acquisitions and capital markets transactions. He is a graduate of George Washington University with a Bachelor's degree in Business Administration. He also holds an MA in Applied Economics from Johns Hopkins University and an MBA from Columbia Business School.

 Emanuel D. Neuman, Independent Director. Mr. Neuman is an independent Class 2 director who was appointed to our Board of Directors on July 19, 2023. His current term expires at the 2025 annual meeting. Mr. Neuman is the co-founder of Spandrel Development Partners, a multi-disciplined real estate development firm focused on developing mixed-use, multi-family, hospitality and retail projects in target cities of growth, which he co-founded in 2013. He has led the firm's investment strategy, capital markets, deal structuring and strategic growth initiatives since its founding. From 2008 to 2012, he was the co-portfolio manager at Unterberg Capital LLC, a long-only investment fund, and from 2005 to 2008, he was a Vice President in the investment banking division of Collins Stewart, LLC, where he led the origination, execution and marketing of a wide range of public and private equity offerings and merger and acquisition transactions. Mr. Neuman received his B.S. in Accounting from Babson College in 2002. Mr. Neuman has 20 years of investment banking, investment management and real estate development experience, and management believes this experience makes Mr. Neuman a valuable addition to our Board of Directors.

 Mark Carlson, Independent Director. Mr. Carlson is an independent Class 2 director who was appointed to our Board of Directors on January 30, 2025. His current term expires at the 2025 annual meeting. Mr. Carlson is the Managing Director of 3 Points Partners, a position he has held since 2010, serving as a CEO advisor, coach and board member to several technology companies. Since 2023, he has also served as a member of the board of directors and a senior advisor to the Krach Institute for Technology Diplomacy at

 Purdue University. Mr. Carlson served as a senior advisor to the Under Secretary of State for the Economy, Energy and Environment from 2019 – 2021. From 2011 until 2018, Mr. Carlson was the Vice President of Enterprise Sales and the Chief Customer officer of Docusign. Prior to Docusign, Mr. Carlson served as the CEO of Microposite, a clean technology materials business, and was an early employee of Ariba (now SAP). Mr. Carlson has extensive personal real estate investment experience and manages a multi-state portfolio of industrial, medical and land investments. The Company's Board believes his broad experience in technology and real estate will make Mr. Carlson a valuable addition to our Board of Directors.

 C. Brent Winn, Jr., Chief Financial Officer. Mr. Winn has been our Company's Chief Financial Officer since March 1, 2020. Prior to his appointment as Chief Financial Officer, Mr. Winn provided chief financial officer services as an independent contractor of the Company beginning in February 2018. During his tenure, Mr. Winn has established the accounting, internal control and financial reporting systems of the Company, managed the financial accounting and reporting for the Company and its subsidiary entities, prepared the quarterly and annual financial statements and other financial elements of quarterly and annual reports and coordinated the annual audit and quarterly reviews. Mr. Winn's experience in the commercial real estate industry dates to 1987 when he held various positions with CSX Realty, the real estate development and management subsidiary of CSX Corporation, including as an analyst in both the development and asset management groups, and as a manager in the development group. Subsequently, Mr. Winn also held positions in shareholder and investor relations for CSX Corporation. After his tenure with CSX Realty and CSX Corporation, Mr. Winn was a partner in the real estate consulting firms MGT Realty Advisors, Inc. and Realty Advisors, LLC, where he provided investment, development and asset management advisory services to institutional real estate owners. He was formerly the chief financial officer of Marz Industries, Inc. Mr. Winn received his B.A. in History from the University of Virginia, Master of Business Administration from the Mason School of Business at the College of William and Mary and a post-graduate degree in Accounting from the Virginia Commonwealth University.
 There is no family relationship between any director or executive of the Company.
 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all such reports. Based solely on a review of the copies of such reports received by the Company and on written representations from certain reporting persons that no reports were required, or if required, such reports were filed on a timely basis for those persons, the Company believes that reports, other than nine reports, were filed on a timely basis by all directors and executive officers in 2024. Mr. Kavanaugh, a director and our CEO and President, filed four untimely reports on Form 4. The first untimely report was to report a grant of operating partnership units under our Company's Equity Incentive Plan that occurred on January 18, 2024. The second untimely report was to report a transaction for a common stock purchase that occurred on March 19, 2024. The third untimely report was to report three transactions for common stock purchases that occurred on August 15, 2024, September 5, 2024 and September 6, 2024. The fourth untimely report was to report a transaction for a common stock purchase that occurred on December 11, 2024. Five of our directors filed an untimely report on Form 4 in 2024. Messrs. O'Brien and Pearson, each of whom resigned as directors on June 26, 2024, and Messrs. Farmer, Lunin and Neuman, filed untimely reports on Form 4 for stock grants under our Company's Equity Incentive Plan that occurred on January 18, 2024. All such untimely reports were filed late due to administrative errors.
 Code of Ethics, Whistleblower Policy, and Insider Trading Policy

 Our Board has adopted a Code of Business Conduct and Ethics, Code of Ethics for Senior Executive and Financial Officers, Whistleblower Policy, and Corporate Governance Guidelines that apply to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions and all members of our Board. We believe these policies are reasonably designed to deter wrongdoing and promote honest and ethical conduct; full, fair, accurate, timely, and understandable disclosure in our reporting to our stockholders and the SEC; compliance with applicable laws; reporting of violations of the code; and accountability for adherence to the code. We will provide to any person without charge a copy of our Code of Business Conduct and Ethics, Code of Ethics for Senior Executive and Financial Officers, Whistleblower Policy, and Corporate Governance Guidelines, including any amendments or waivers thereto, upon written request delivered to our principal executive office at the address listed on the cover page to this Annual Report, as amended. A copy of our Code of Ethics for Senior Executive and Financial Officers is available on our website at

 Our Board has also adopted an Insider Trading Policy within the meaning of Item 408(b) of Regulation S-K, which contains policies and procedures governing the purchase, sale and/or other dispositions of our securities by our directors, officers or other

 employees. Among other goals, our Insider Trading Policy helps to ensure that our directors, officers and employees bear the full risks and benefits of stock ownership and is designed to promote compliance with insider trading laws, rules, regulations and applicable listing standards. Under the Insider Trading Policy, our directors, officers and employees may not engage in short sales, buying or selling puts or calls, buying financial instruments designed to hedge or offset any decrease in the market value of Company securities owned by the individual directly or indirectly (including prepaid variable forward contracts, equity swaps, collars and exchange funds), and frequent trading to take advantage of fluctuations in share price. A copy of our Insider Trading Policy was included as Exhibit 19.1 to the Original Form 10-K, filed with the SEC on February 27, 2025.

 Board of Directors Committees

 Our board of directors has established a standing audit committee, a standing compensation committee, a standing nominating and corporate governance committee and a standing acquisition committee. The principal functions of these committees are briefly described below. Our board of directors may from time to time establish other committees to facilitate our management.

 Audit Committee

 The audit committee meets on a regular basis, at least quarterly and more frequently as necessary. The audit committee's primary functions are:

 to evaluate and approve the services and fees of our independent registered public accounting firm;

 to periodically review the auditors' independence; and

 to assist our board of directors in fulfilling its oversight responsibilities by reviewing the financial information to be provided to the stockholders and others, management's system of internal controls and the audit and financial reporting process.

 The audit committee is comprised of three independent directors. The audit committee also considers and approves the audit and non-audit services and fees provided by the independent public accountants and administers our company's policies, including our (a) Related Person Transaction Policy, (b) Code of Business Conduct and Ethics, (c) Code of Ethics for Senior Executives and Financial Officers and (d) Whistleblower Policy.

 David Lunin is the chairman of the audit committee, and he is joined by Neil P. Farmer and Emanuel Neuman as members of the audit committee. Our Board has determined that all members of the audit committee are independent under standards established by the SEC and Nasdaq.

 Our Board has determined that David Lunin qualifies as an "audit committee financial expert," as that term is defined by the applicable SEC regulations and Nasdaq corporate governance listing standards. Our Board adopted a written charter for the audit committee, which is available on our corporate website at

 Compensation Committee

 Our compensation committee consists of two independent directors, and our compensation committee charter details the principal functions of the compensation committee. These functions include:

 reviewing and approving the compensation, if any, of all of our executive officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation equity-based remuneration plans, if any;

 assisting management in complying with our report disclosure requirements; and

 reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Neil P. Farmer is the chairman of the Compensation Committee, and he is joined by David Lunin and Emanuel Neuman. Our Board adopted a written charter for the Compensation Committee, which is available on our corporate website at

 Nominating and Corporate Governance Committee

 Our nominating and corporate governance committee consists of four independent directors, and our nominating and corporate governance committee charter details the principal functions of the nominating and corporate governance committee. The nominating and corporate governance committee's principal duties include identifying individuals qualified to become members of our Board. When identifying such individuals, the nominating and corporate governance committee considers a variety of factors including (a) whether each such nominee has demonstrated, by significant accomplishment in his or her field, an ability to make a meaningful contribution to our Board's oversight of the business and affairs of our Company, and (b) the nominee's reputation for honesty and ethical conduct in his or her personal and professional activities. Additional factors which the nominating and corporate governance committee consider include a candidate's specific experiences and skills, relevant industry background and knowledge, time availability in light of other commitments, age, potential conflicts of interest, material relationships with our Company and independence from management and our Company. The nominating and corporate governance committee may also seek to have our Board consist of directors with diverse backgrounds and experience.

 The nominating and corporate governance committee's other principal duties include the following:

 identifying and recommending to our full board of directors qualified candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders;

 developing and recommending to our board of directors' corporate governance guidelines and implementing and monitoring such guidelines;

 reviewing and making recommendations on matters involving the general operation of our board of directors, including board size and composition, and committee composition and structure;

 recommending to our board of directors' nominees for each committee of our board of directors;

 annually facilitating the assessment of our board of directors' performance as a whole and of the individual directors, as required by applicable law, regulations and Nasdaq Capital Market or another national exchange's corporate governance listing standards, if applicable; and

 overseeing our board of directors' evaluation of management.

 Emanuel Neuman is the chairman of the nominating and corporate governance committee, and he is joined by Neil Farmer, A. Lee Finley, and Kory J. Kramer. Our Board adopted a written charter for the nominating and corporate governance committee, which is available on our corporate website at

 Acquisition Committee

 Our acquisition committee consists of three independent directors, and our acquisition committee charter details the principal functions of the acquisition committee. The acquisition committee establishes guidelines for acquisitions and dispositions to be presented to our Board and leads the Board in its review of potential acquisitions and dispositions presented by management. The acquisition committee evaluates and approves acquisitions and dispositions with an equity investment of more than $10 million and leads the Board in its review of acquisitions and dispositions that require board approval under the investment guidelines set forth in the Management Agreement. The acquisition committee makes recommendations to the Board and senior management regarding potential acquisitions and dispositions and reviews due diligence reports prepared by management conducted on all potential acquisitions.

 Emanuel Neuman is the chairman of the acquisition committee, and he is joined by Neil P. Farmer, A. Lee Finley, and Kory J. Kramer. Our Board adopted a written charter for the acquisition committee, which is available on our corporate website at

 ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION

 Compensation Discussion and Analysis

 In fiscal year 2024, our named executive officers ("NEOs") were the following:

 Mr. Francis P. Kavanaugh, our President and Chief Executive Officer, Secretary and Treasurer; and

 Mr. C. Brent Winn, Jr., our Chief Financial Officer.

 The principal executive office of our NEOs is P.O. Box 8436, Richmond, Virginia 23226.
 Overview of Compensation Program and Philosophy

 We may compensate our named executive officers and other officers with equity and equity-based awards or other types of awards in accordance with our 2018 Equity Incentive Plan, or the Equity Incentive Plan, intended to align their interests with the interests of our stockholders. Awards that may be granted under our Equity Incentive Plan include options, stock awards, stock appreciation rights, performance units, incentive awards, other stock-based awards and any other right or interest relating to stock or cash (collectively referred to herein as "awards"). Our compensation committee determines if and when any of our named executive officers, other officers or, prior to terminating the Management Agreement, individuals affiliated with our Manager will receive such awards.

 Executive Officer Compensation
 On January 18, 2024, the compensation committee approved the following annual compensation for Mr. Kavanaugh's employment as the Company's President, Chief Executive Officer and Secretary for the fiscal year ending December 31, 2024:

 a one-time grant of 19,348 LTIP Units (the "LTIP Units") issued pursuant to the terms of the Medalist Diversified REIT, Inc. 2018 Equity Incentive Plan and the Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (the "Limited Partnership Agreement"), the Company's subsidiary ("Operating Partnership") [in lieu of a portion of cash compensation as elected by Mr. Kavanaugh; and]

 $75,000 in cash, payable in monthly installments.

 The LTIP Units are treated as common units of the Operating Partnership and are redeemable for cash or, at the Company's option, shares of the Company's common stock on a one-for-one basis after a one-year holding period pursuant to the terms of the Limited Partnership Agreement. The LTIP Units were issued to Mr. Kavanaugh on January 18, 2024, and became redeemable for shares of the Company's common stock on January 18, 2025.

 We have entered into a staffing agreement dated November 13, 2023 with Gunston Consulting, LLC (the "Staffing Agreement") on behalf of our Company. Gunston Consulting, LLC's sole member is C. Brent Winn, Jr., our Chief Financial Officer. Under the Staffing Agreement, our Company reimburses Gunston Consulting, LLC (the "Consultant") for any approved employee's salary, payroll taxes and benefits, including health insurance and retirement benefits, and related expenses. All expenses are reimbursed at cost and without markup. Pursuant to the Staffing Agreement, we pay the Consultant cash compensation for services provided by Mr. Kavanaugh, Mr. Winn and other non-executive employees. During 2024, we paid the Consultant $250,000 in cash compensation for Mr. Winn and $75,000 in cash compensation for Mr. Kavanaugh. During the year ended December 31, 2025, we will pay the consultant $175,000 in cash compensation for Mr. Winn and $75,000 for Mr. Kavanaugh.
 We do not provide any named executive officer with pension benefits or nonqualified deferred compensation plans.
 Equity-Based Compensation
 As discussed above, the compensation committee may, from time to time pursuant to the Equity Incentive Plan, grant our named executive officers certain equity-based awards. These awards are designed to align the interests of our named executives with those of our stockholders, by allowing our named executive officers to share in the creation of value for our stockholders through capital appreciation and dividends. During the term of the Management Agreement, these awards provided a further benefit to us by enabling

 our Manager and its affiliates to attract, motivate and retain talented individuals. We currently do not have any equity ownership requirements or guidelines for our named executive officers.
 We believe our compensation policies are particularly appropriate since we are an externally advised REIT. REIT regulations require us to pay at least 90% of our earnings to stockholders as dividends. As a result, we believe that our common stockholders are principally interested in receiving attractive risk-adjusted dividends and in the growth of dividends and market capitalization. Accordingly, we want to provide incentives to our named executive officers that rewards success in achieving these goals. Since we generally do not have the ability to retain earnings, we believe that equity-based awards serve to align the interests of our named executive officers with the interests of our stockholders since the value our named executive officers receive from these awards is largely dependent on the value of our common stock, the potential for appreciation of that value and our capability to pay dividends. Additionally, we believe that equity-based awards are consistent with our stockholders' interest in market capitalization growth as these individuals will be incentivized to grow our market capitalization for stockholders over time. We believe that this alignment of interests provides an incentive to our named executive officers to implement strategies that will enhance our overall performance and promote growth in dividends and growth in our market capitalization.
 The compensation committee does not use a specific formula to calculate the number of equity awards and other rights awarded to our named executive officers under our Equity Incentive Plan. The compensation committee does not explicitly set future award levels/opportunities on the basis of what the named executive officers earned from prior awards. While the compensation committee will take past awards (if any) into account, it will not solely base future awards in view of those past awards. Generally, in determining the specific amounts to be granted to an individual, the compensation committee will take into account factors such as our performance, the individual's position, his or her contribution to our performance, and general market practices of our peers and similarly sized companies, as well as, during the term of the Management Agreement, the recommendations of our Manager.
 Limitations on Hedging
 Our Insider Trading Policy, among other goals, helps to ensure that our directors, officers and employees bear the full risks and benefits of stock ownership and is designed to promote compliance with insider trading laws, rules, regulations and applicable listing standards. Under the Insider Trading Policy, our directors, officers and employees may not engage in short sales, buying or selling puts or calls, buying financial instruments designed to hedge or offset any decrease in the market value of Company securities owned by the individual directly or indirectly (including prepaid variable forward contracts, equity swaps, collars and exchange funds), and frequent trading to take advantage of fluctuations in share price. A copy of our Insider Trading Policy was included as Exhibit 19.1 to our Annual Report on Form 10-K, filed with the SEC on February 27, 2025.
 Summary Compensation Table

 Pursuant to the Staffing Agreement, we pay the Consultant cash compensation for services provided by Mr. Kavanaugh, Mr. Winn and other non-executive employees. We do not provide any named executive officer with pension benefits or nonqualified deferred compensation plans. We did not provide Mr. Kavanaugh with any compensation during the year ended December 31, 2024.

 The table below summarizes the total compensation paid or awarded to each of our named executive officers for the fiscal years ended December 31, 2024 and 2023.

 All Other

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Equity Awards ($) (1)

 Compensation ($)

 Total

 Francis P. Kavanaugh, CEO and President (2)

 2024

 $

 75,000

 $

 —

 $

 190,000

 $

 —

 $

 2023

 —

 —

 —

 —

 —

 C. Brent Winn, Jr., Chief Financial Officer

 2024

 $

 $

 —

 $

 —

 $

 —

 2023

 —

 —

 —

 (1)

 The amounts in the Equity Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of equity awards during the applicable fiscal year under the Company's equity incentive plan. During the year ended December 31, 2024, Mr. Kavanaugh was granted operating partnership units with a fair value on the grant date of $175,000 in lieu of a portion of his annual cash compensation.

 (2)

 Mr. Kavanaugh was appointed CEO and President on July 18, 2023 and did not accept any compensation during the year ended December 31, 2023.

 Outstanding Equity Awards at Fiscal Year-End

 Outstanding Equity Awards at Fiscal 2024 Year-End

 Option Awards

 Stock Awards

 Equity incentive

 Equity incentive

 Equity incentive

 plan

 plan

 plan awards:

 awards:

 Market value of

 awards:

 Market or payout

 shares of

 value of unearned

 securities

 securities

 securities

 shares or

 units of

 unearned shares,

 shares,

 underlying

 underlying

 underlying

 units of

 stock

 units or

 units or other

 unexercised

 unexercised

 unexercised

 Option

 Option

 stock that

 that have

 other rights

 rights that

 options (#)

 options (#)

 unearned

 exercise

 expiration

 have not

 not

 that have

 have not

 Name

 exercisable

 unexercisable

 options (#)

 price ($)

 date

 vested (#)

 vested ($)

 not vested (#)

 vested ($)

 —

 —

 —

 $

 —

 —

 —

 $

 —

 —

 $

 —

 C. Brent Winn, Jr.

 —

 —

 —

 $

 —

 —

 —

 $

 —

 —

 $

 —

 Potential Payments Upon Termination or Change in Control

 If we experience a change in control, outstanding options, stock appreciation rights, stock awards, performance units, incentive awards or other equity-based awards (including LTIP units) under the 2018 Equity Incentive Plan, or the Equity Incentive Plan, will automatically become vested. Thus, outstanding options and stock appreciation rights will be fully exercisable on the change in control, restrictions and conditions on outstanding stock awards and other equity-based awards will lapse upon the change in control and performance units, incentive awards and other equity-based awards (including LTIP units) will become earned and nonforfeitable in their entirety on the change in control. The administrator may provide that outstanding awards (all of which will then be vested) will be assumed by the surviving entity or will be replaced by a comparable substitute award of substantially equal value granted by the surviving entity. The administrator may also provide that participants must surrender their outstanding options and stock appreciation rights, stock awards, performance units, incentive awards and other equity based awards (including LTIP units) (all of which will then be vested) in exchange for a payment, in cash or shares of our common stock or other securities or consideration received by stockholders in the change in control transaction, equal to the value received by stockholders in the change in control transaction (or, in the case of options and stock appreciation rights, the amount by which that transaction value exceeds the exercise price) after acceleration of vesting for the change in control.

 In summary, a change in control under the Equity Incentive Plan occurs if:

 a person, entity or affiliated group (with certain exceptions) acquires, in a transaction or series of transactions, more than 50% of the total combined voting power of our outstanding securities;

 there occurs a merger, consolidation, reorganization, or business combination, unless the holders of our voting securities immediately prior to such transaction have more than 50% of the combined voting power of the securities in the successor entity or its parent;

 we (i) sell or dispose of all or substantially all of our assets or (ii) acquire assets or stock of another entity, unless the holders of our voting securities immediately prior to such transaction have more than 50% of the combined voting power of the securities in the successor entity or its parent; or

 during any period of two consecutive years, individuals who, at the beginning of such period, constitute our Board together with any new directors (other than individuals who become directors in connection with certain transactions or election contests) cease for any reason to constitute a majority of our Board.

 The Code has special rules that apply to "parachute payments," i.e., compensation or benefits the payment of which is contingent upon a change in control. If certain individuals receive parachute payments in excess of a safe harbor amount prescribed by the Code, the payor is denied a federal income tax deduction for a portion of the payments and the recipient must pay a 20% excise tax, in addition to income tax, on a portion of the payments.

 If we experience a change in control, benefits provided under the Equity Incentive Plan could be treated as parachute payments. In that event, the Equity Incentive Plan provides that the benefits under the Equity Incentive Plan, and all other parachute payments provided under other plans and agreements, will be reduced to the safe harbor amount, i.e., the maximum amount that may be paid without excise tax liability or loss of deduction, if the reduction allows the participant to receive greater after-tax benefits. The benefits under the Equity Incentive Plan and other plans and agreements will not be reduced, however, if the participant will receive greater after-tax benefits (taking into account the 20% excise tax payable by the participant) by receiving the total benefits. The Equity Incentive Plan also provides that these provisions do not apply to a participant who has an agreement with us providing that the individual is entitled to indemnification or other payment from us for the 20% excise tax or if the participant has an agreement with us providing that the participant cannot receive payments in excess of the safe harbor amount.

 As of December 31, 2024, there were no unvested options, stock appreciation rights, stock awards, performance units, incentive awards or other equity-based awards (including LTIP units) outstanding.

 Director Compensation

 During fiscal year 2024, our independent directors (excluding Mr. Finley) were each paid $15,000 in cash and $15,000 in shares of common stock. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors and any committees. Our directors who are also executive officers do not receive any additional compensation from us for acting as directors. Directors are eligible for awards under our Equity Incentive Plan, as described in detail below.
 The following table sets forth information regarding the compensation paid or accrued by our company during 2024 to each of our directors:

 Fees

 Earned or

 Paid in

 Stock

 Name

 Cash ($)

 Awards ($) (1)

 Total ($)

 $

 —

 $

 —

 $

 —

 Marc Carlson (2)

 —

 —

 —

 Neil P. Farmer

 Alfred Lee Finley

 David Lunin

 Kory Kramer (2)

 —

 —

 —

 Emanuel D. Neuman

 Timothy P. O'Brien (3)

 Charles S. Pearson, Jr. (3)

 $

 90,000

 $

 90,000

 $

 180,000

 (1)

 The amounts in the Stock Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of stock awards during the applicable fiscal year under the Company's Equity Incentive Plan.

 (2)

 Messrs. Carlson and Kramer are not included in this table because they joined the Board during fiscal year 2025.

 (3)

 Messrs. O'Brien and Pearson resigned from the Board on June 26, 2024.

 Pay Versus Performance

 Our Chief Executive Officer is the principal executive officer ("PEO"). As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between "compensation actually paid" to our PEO and to our other named executive officers (the "non-PEO NEOs")

 and certain financial performance measures of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.

 Value of Initial

 Summary

 Summary

 Average Summary

 Average

 Fixed $100

 Investment

 Table Total

 Actually Paid

 Table Total

 Actually Paid

 Table Total

 Actually Paid

 Based on Total

 for PEO

 to PEO

 for PEO

 to PEO

 for Non-

 to Non-PEO

 Shareholder

 Net Income

 Year

 (Kavanaugh) 1,2

 (Kavanaugh) 3

 (Messier) 1,2

 (Messier) 4

 PEO NEOs 5

 NEOs 6

 Return 7

 (Loss) 8

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 2024

 $

 $

 $

 —

 $

 —

 $

 $

 $

 71.16

 $

 27,524

 2023

 —

 —

 —

 —

 112,903

 112,903

 55.37

 ( 4,571,279)

 2022

 —

 —

 211,472

 211,472

 58.89

 ( 4,769,241)

 Mr. Messier served as the Company's Chief Executive Officer during fiscal year 2022 and during fiscal year 2023 until July 18, 2023. Mr. Kavanaugh was appointed as the Company's interim President and Chief Executive Officer, effective July 18, 2023, and he was appointed as the Company's President and Chief Executive Officer on a permanent basis on October 18, 2023.

 The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported for Messrs. Kavanaugh and Messier, respectively, in the "Total" column of the Summary Compensation Table in the applicable year. We did not provide Mr. Kavanaugh with any compensation during the year ended December 31, 2023.

 The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Kavanaugh in fiscal years 2024, 2023 and 2022, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kavanaugh during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kavanaugh's total compensation for each year to determine the compensation actually paid:

 FY2024

 FY2023

 FY2022

 Total Compensation for PEO as reported in the Summary Compensation Table for the covered fiscal year

 $

 $

 —

 $

 —

 Deduct pension values reported in the "Change in Pension and Nonqualified Deferred Compensation Earnings" column in the Summary Compensation Table for the covered fiscal year

 —

 —

 —

 Deduct grant date fair value of equity awards reported in the "Stock Awards" column in the Summary Compensation Table for the covered fiscal year

 $

 190,000

 —

 $

 —

 Add actuarial present value of pension value attributable to covered fiscal year's service

 —

 —

 —

 Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation

 —

 —

 —

 Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year

 —

 —

 —

 Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year

 $

 190,000

 —

 $

 —

 Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year

 —

 —

 —

 Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year

 —

 —

 —

 Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year

 —

 —

 —

 Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year

 —

 —

 —

 Compensation Actually Paid to PEO

 $

 $

 —

 $

 —

 The dollar amounts reported in column (e) represent the amount of "compensation actually paid" to Mr. Messier in fiscal years 2023, 2022 and 2021, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Messier during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Messier's total compensation for each year to determine the compensation actually paid:

 FY2024

 FY2023

 FY2022

 Total Compensation for PEO as reported in the Summary Compensation Table for the covered fiscal year

 $

 —

 $

 —

 $

 Deduct pension values reported in the "Change in Pension and Nonqualified Deferred Compensation Earnings" column in the Summary Compensation Table for the covered fiscal year

 —

 —

 —

 Deduct grant date fair value of equity awards reported in the "Stock Awards" column in the Summary Compensation Table for the covered fiscal year

 $

 —

 —

 $

 Add actuarial present value of pension value attributable to covered fiscal year's service

 —

 —

 —

 Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation

 —

 —

 —

 Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year

 —

 —

 —

 Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year

 $

 —

 —

 $

 Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year

 —

 —

 —

 Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year

 —

 —

 —

 Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year

 —

 —

 —

 Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year

 —

 —

 —

 Compensation Actually Paid to PEO

 $

 —

 $

 —

 $

 The dollar amounts reported in column (f) represent the average of the amounts reported for the Company's non-PEO NEOs as a group in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for the purpose of calculating the average amounts in each applicable year are as follows: (1) for fiscal year 2024, Mr. C. Brent Winn, Jr. (2) for fiscal year 2023, Messrs. C. Brent Winn, Jr., William R. Elliott, and Colin M. Elliott; and (3) for fiscal year 2022, Messrs. William R. Elliott, C. Brent Winn, Jr., and Colin M. Elliott.

 The dollar amounts reported in column (g) represent the average amount of "compensation actually paid" to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine the compensation actually paid:

 FY2024

 FY2023

 FY2022

 Total Average Compensation for non-PEO NEOs as reported in the Summary Compensation Table for the covered fiscal year

 $

 $

 112,903

 $

 211,472

 Deduct pension values reported in the "Change in Pension and Nonqualified Deferred Compensation Earnings" column in the Summary Compensation Table for the covered fiscal year

 —

 —

 —

 Deduct grant date fair value of equity awards reported in the "Stock Awards" column in the Summary Compensation Table for the covered fiscal year

 —

 —

 $

 73,300

 Add actuarial present value of pension value attributable to covered fiscal year's service

 —

 —

 —

 Add the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation

 —

 —

 —

 Add fair value as of the end of the covered fiscal year of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of such covered fiscal year

 —

 —

 —

 Add fair value as of the vesting date of any awards granted in the covered fiscal year that vested during the covered fiscal year

 —

 —

 $

 73,300

 Add dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year

 —

 —

 —

 Add the change in fair value (whether positive or negative) as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of such covered fiscal year

 —

 —

 —

 Add the change in fair value (whether positive or negative) as of the vesting date (from the end of the prior fiscal year) of any equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied during the covered fiscal year

 —

 —

 —

 Subtract the fair value of any equity awards granted in a prior fiscal year that failed to meet the applicable vesting conditions in the covered fiscal year determined as of the end of the prior fiscal year

 —

 —

 —

 Compensation Actually Paid to non-PEO NEOs

 $

 $

 112,903

 $

 211,472

 Total Shareholder Return in column (h) is cumulative for the measurement periods beginning on December 31, 2021 and ending on December 31 of each of 2024, 2023 and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K.

 8 The dollar amounts reported in column (i) represent the amount of net income (loss) reflected in the Company's audited financial statements for the applicable fiscal year.

 Relationship Between Financial Performance Measures and Executive Compensation

 The graphs below describe the relationship between compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO NEOs (as calculated above) and our financial and stock performance for the indicated years.

 Compensation Actually Paid vs. Total Shareholder Return

 The following graph compares the compensation actually paid to our PEOs, the average of the compensation actually paid to our non-PEO NEOs and the Company's total shareholder return performance.

 Compensation Actually Paid vs. Net Loss

 The following graph compares the compensation actually paid to our PEOs and the average of the compensation actually paid to our non-PEO NEOs with our net loss.

 Timing of Grants of Options and Similar Awards

 Options and awards with option-like features are granted at regularly scheduled compensation committee meetings. Dates for compensation committee meetings are usually set during the prior year, and the timing of meetings and awards is unrelated to the release of material nonpublic information.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Stock Ownership

 The following tables set forth the number and percentage owned as of March 6, 2024 by each person (or group of affiliated persons) who is known by us to beneficially own 5% of the outstanding shares of our common stock, each of our present directors, each of our named executive officers, and each of our named executive officers and directors as a group of our shares of common stock.

 This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Shares of common stock issuable pursuant to vested options, warrants or share appreciation rights are deemed to be outstanding for purposes of computing the percentage ownership of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated in footnotes to the table, each person listed has sole voting and dispositive power with respect to the securities owned by such person.

 Shares

 OP Units

 Percentage

 Beneficially

 Beneficially

 Percentage

 of all Shares

 Name of Beneficial Owner

 Title of Class

 Owned

 Owned

 of all Shares (1)

 and OP Units (2)

 Named Executive Officers and Directors (3)

 Francis P. Kavanaugh (4)(5)

 Common Stock & OP Units

 236,000

 19,348

 17.4

 %

 18.5

 %

 Marc Carlson

 101,039

 —

 7.5

 %

 7.3

 %

 Neil Farmer

 11,758

 —

 *

 %

 *

 %

 Kory Kramer

 101,039

 —

 7.5

 %

 7.3

 %

 David Lunin

 3,566

 —

 *

 %

 *

 %

 Emanuel Neuman

 11,878

 —

 *

 %

 *

 %

 Alfred Lee Finley (6)

 166,269

 —

 12.3

 %

 12.1

 %

 C. Brent Winn, Jr. (7)

 52,659

 —

 3.9

 %

 3.8

 %

 All Current Directors and Executive Officers as a Group (8 persons)

 583,169

 19,348

 43.0

 %

 43.7

 %

 (1)

 Based on 1,352,409 shares of common stock outstanding as of April 25, 2025.

 (2)

 Based on 1,352,409 shares of common stock outstanding and 24,169 Operating Partnership Units outstanding that are redeemable for shares of common stock as of April 25, 2025.

 (3)

 The address of each beneficial owner is P.O. Box 8436, Richmond, VA 23226.

 (4)

 Number of shares of common stock and Operating Partnership Units beneficially owned includes 19,348 Operating Partnership Units that were issued to Mr. Kavanaugh on January 18, 2024, and which became redeemable for shares of common stock on January 18, 2025. The number of Operating Partnership Units beneficially owned by Mr. Kavanaugh excludes 208,696 Operating Partnership Units that were issued to Mr. Kavanaugh on March 28, 2024, but which will not be redeemable until the later of March 28, 2025 or the receipt of shareholder approval, 160,000 Operating Partnership Units that were issued to Mr. Kavanaugh on October 11, 2024, but which will not be redeemable until the later of October 11, 2025 or the receipt of shareholder approval, 14,547 Operating Partnership Units that were issued to Mr. Kavanaugh on January 15, 2025, but which will not be redeemable until January 15, 2026, 209,600 Operating Partnership Units that were issued to Mr. Kavanaugh on January

 24, 2025, but which will not be redeemable until the later of January 24, 2026 or the receipt of shareholder approval and 251,600 Operating Partnership Units that were issued to Mr. Kavanaugh on February 21, 2025, but which will not be redeemable until the later of February 21, 2026 or the receipt of shareholder approval.

 (5)

 On August 8, 2023, the Board of Directors granted a waiver of the ownership limitations in Article VI of the Company's Articles of Incorporation to permit Mr. Kavanaugh and any of his affiliates to own up to 20.0 % in the aggregate of the outstanding shares of capital stock of the Company, as set forth in, and subject to the terms and conditions in, that certain letter, dated August 8, 2023, from Mr. Kavanaugh to the Board.

 (6)

 On November 4, 2022, the Board of Directors granted a waiver of the ownership limitations in Article VI of the Company's Articles of Incorporation to permit Mr. Finley to own up to 15.05% in the aggregate of the outstanding shares of capital stock of the Company, as set forth in, and subject to the terms and conditions in, that certain letter, dated October 27, 2022, from Mr. Finley to the Board.

 (7)

 On January 23, 2025, the Board of Directors granted a waiver of the ownership limitations in Article VI of the Company's Articles of Incorporation to permit Mr. Winn to own up to 4.9% in the aggregate of the outstanding shares of capital stock of the Company, as set forth in, and subject to the terms and conditions in, that certain letter, dated January 20, 2025, from Mr. Winn to the Board.

 Equity Compensation Plan Information

 Our Board has adopted, and our stockholders have approved, the 2018 Equity Incentive Plan (the "Equity Incentive Plan") to attract and retain independent directors, executive officers and other key employees, including officers and employees of our Manager and operating partnership and their affiliates and other service providers, including our Manager and its affiliates. The Equity Incentive Plan provides for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards.

 Plan category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance (1)

 Equity compensation plans approved by security holders

 —

 —

 2,447

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 —

 —

 2,447

 (1)

 As of December 31, 2024. Pursuant to the terms of the Equity Incentive Plan, on each January 1 during the term of the Equity Incentive Plan, the maximum number of shares of common stock that may be issued under the Equity Incentive Plan increases by 8% of any additional shares of common stock or interests in the Operating Partnership issued in the preceding calendar year. As of January 1, 2025, the shares available for issuance under the Equity Incentive Plan was adjusted to 50,343 shares.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Related Person Transaction Policy

 Our Board has adopted a written related person transaction policy, for which the audit committee oversees compliance. The purpose of this policy is to describe the procedures used to identify, review and approve any existing or proposed transaction, arrangement, relationship (or series of similar transactions, arrangements or relationships) in which (a) we, our Operating Partnership or any of our subsidiaries were, are or will be a participant, (b) the aggregate amount involved exceeds $120,000, and (c) a related person

 has or will have a direct or indirect interest. For purposes of this policy, a related person is (i) any person who is, or at any time since the beginning of the current fiscal year was, a director, director nominee, or executive officer of the Company, (ii) any beneficial owner of more than 5% of our stock, or (iii) any immediate family member of any of the foregoing persons.

 Under this policy, our audit committee is responsible for reviewing and approving or ratifying each related person transaction or proposed related person transaction. In determining whether to approve or ratify a related person transaction, the audit committee is required to consider all relevant facts and circumstances of the related person transaction available to the audit committee and to approve only those related person transactions that are in, or not inconsistent with, the best interests of the Company and its stockholders, as the audit committee determines in good faith. No member of the audit committee is permitted to participate in any consideration of a related person transaction with respect to which that member or any of his or her immediate family is a related person. A copy of our related person transaction policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024 and is available in the Corporate Governance section of our website at

 Staffing Agreement

 We have entered into the Staffing Agreement with the Consultant to employ staff on behalf of our company. The Consultant's sole member is C. Brent Winn, Jr., our Chief Financial Officer. Under the Staffing Agreement, our company reimburses the Consultant for any approved employee's salary, payroll taxes and benefits, including health insurance and retirement benefits, and related expenses. All expenses are reimbursed at cost and without markup.

 Central Avenue Property

 On March 28, 2024, MDR Central Avenue, LLC, a wholly owned subsidiary of our Operating Partnership, closed on the acquisition of that certain tract of real property containing a building with a physical address of 3535 North Central Avenue, Chicago, IL 60634 (the "Central Avenue Property") from RMP 353 N. Central Ave. LLC, a Delaware limited liability company ("RMP"), for a purchase price of $2,400,000, exclusive of closing costs, paid with a combination of (i) 208,696 OP Units, valued at approximately $11.50 per OP Unit; and (ii) $15,209 in cash on hand to cover RMP's transaction costs (such as title/escrow fees, transfer taxes, legals fees, etc.). The purchase price was determined based on the appraised value of the Central Avenue Property, as determined by an independent appraiser hired by us, and the number of OP Units issued as part of the purchase price was determined by dividing $2,400,000 by $11.50, which represents an 8.5% premium over the $10.60 per share closing price of our common stock on the Nasdaq Capital Market on February 15, 2024, the date we and RMP entered into the purchase and sale agreement relating to the Central Avenue Property. Pursuant to the Agreement of Limited Partnership of the Operating Partnership, as amended, the OP Units are redeemable for cash or, at the Operating Partnership's option, shares of our common stock on a one-for-one basis; however, pursuant to the related subscription agreement between the Operating Partnership and RMP, RMP may not redeem the OP Units for shares of the Company's common stock unless such redemption is approved by a majority of the votes cast on the matter at a meeting of the stockholders of the Company or by written consent of the stockholders of the Company in lieu of a special meeting to the extent permitted by applicable state and federal law. The sole manager and member of RMP is CWS BET Seattle, LP, a Delaware limited partnership, a company controlled and owned by Francis P. Kavanaugh, the Company ' s Chief Executive Officer and a member of the Company ' s Board of Directors.
 United Rentals Property

 On February 21, 2025, MDR Dan Tibbs Road, LLC ("MDR Dan Tibbs Road"), a wholly owned subsidiary of our Operating Partnership, closed on the acquisition of that certain tract of real property located at 376 Dan Tibbs Road NW, Huntsville, Madison County, Alabama 35806 containing a 7,500 square foot building occupied by United Rentals, Inc. (the "Dan Tibbs Road Property or the "United Rentals Property"), pursuant to that certain Contribution Agreement, dated as of December 14, 2024, by and between the Operating Partnership and Dionysus Investments, LLC, a California limited liability company ("Dionysus"), as assigned by that certain Assignment and Assumption of Contribution Agreement, dated as of February 21, 2025, by and between the Operating Partnership and MDR Dan Tibbs Road, and as amended by that certain First Amendment to Contribution Agreement (the "First Amendment to Contribution Agreement"), dated as of February 21, 2025, by and between Dionysus and MDR Dan Tibbs Road (as amended by the First Amendment to Contribution Agreement, the "Contribution Agreement"), for a purchase price of $3,145,000, exclusive of closing costs, paid in a combination of (i) 251,600 operating partnership units in the Operating Partnership (the "OP Units"), valued at approximately $12.50 per OP Unit; and (ii) $42,446 in cash on hand to cover our Operating Partnership's transaction costs (such as prorated rent, commissions, title/escrow fees, transfer taxes, legals fees, etc.). The Purchase Price was determined based on the appraised value of the United Rentals Property, as determined by an independent appraiser hired by the Company, and the number of OP Units issued as part of the purchase price was determined by dividing $3,145,000 by $12.50, which represents the closing price of the

 Company's common stock on the Nasdaq Capital Market on December 13, 2024. The manager of Dionysus is Fort Ashford Funds, LLC, a California limited liability company whose manager is Francis P. Kavanaugh, the Company's Chief Executive Officer and a member of the Company's Board of Directors.
 Buffalo Wild Wings Property
 On January 24, 2025, MDR Bowling Green, LLC ("MDR Bowling Green"), a wholly owned subsidiary of our Operating Partnership, closed on the acquisition of that certain tract of real property containing a building occupied by Buffalo Wild Wings, with a physical address of 2545 Scottsville Road, Bowling Green, KY 42104 (the "Scottsville Road Property" or the "Buffalo Wild Wings Property"), pursuant to that certain Contribution Agreement, dated as of December 14, 2024, by and between the Operating Partnership and CWS BET Seattle L.P., a California limited partnership ("CWS"), as assigned by that certain Assignment and Assumption of Contribution Agreement, dated as of January 24, 2025, by and between the Operating Partnership and MDR Bowling Green, and as amended by that certain First Amendment to Contribution Agreement (the "First Amendment to Contribution Agreement"), dated as of January 24, 2025, by and between CWS and MDR Bowling Green (as amended by the First Amendment to Contribution Agreement, the "Contribution Agreement"), for a purchase price of $2,620,000, exclusive of closing costs, paid in a combination of (i) 209,600 operating partnership units in the Operating Partnership (the "OP Units"), valued at approximately $12.50 per OP Unit; and (ii) $47,429 in cash on hand to cover our Operating Partnership's transaction costs (such as prorated rent, commissions, title/escrow fees, transfer taxes, legals fees, etc.). The Purchase Price was determined based on the appraised value of the Scottsville Road Property, as determined by an independent appraiser hired by the Company, and the number of OP Units issued as part of the purchase price was determined by dividing $2,620,000 by $12.50, which represents the closing price of the Company's common stock on the Nasdaq Capital Market on December 13, 2024. The general partner of CWS is Fort Ashford Funds, LLC, a California limited liability company whose manager is Francis P. Kavanaugh, the Company's Chief Executive Officer and a member of the Company's Board of Directors.

 Director Independence

 Our Board of Directors currently consists of seven members. A majority of the members of our Board of Directors are, and were during fiscal year 2024, independent under the Nasdaq Capital Market Listing Standards. One of our current directors, Mr. Kavanaugh is our President and Chief Executive Officer and we do not consider him to be an independent director. Our other current directors, Messrs. Farmer, Finley, Kramer, Lunin, and Neuman, qualify as "independent directors" as defined under the rules of the Nasdaq Capital Market. All directors serving during fiscal year 2024, other than Francis P. Kavanaugh, were independent of the Company under the Nasdaq Capital Market Listing Standards.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Fees Paid to Independent Registered Public Accounting Firm

 The following table presents the aggregate fees billed by Cherry Bekaert LLP for each of the services listed below for the fiscal years ended December 31, 2024 and 2023.

 2023

 2024

 Audit Fees (1)

 $

 212,012

 $

 244,614

 Audit-Related Fees (2)

 —

 18,375

 Tax Fees (3)

 90,826

 59,092

 Total

 $

 302,838

 $

 322,081

 (1)

 Audit fees consist of the aggregate fees billed for professional services rendered by Cherry Bekaert LLP and its affiliates in connection with its audit of our consolidated financial statements, and certain additional services associated with our public equity offerings, including reviewing registration statements and the issuance of comfort letters and consents.

 (2)

 Audit-related fees consist of the aggregate fees billed for professional services rendered by Cherry Bekaert LLP and its affiliates in connection with audits required in connection with property acquisitions.

 (3)

 Tax preparation fees consist of the aggregate fees billed for professional services rendered by Cherry Bekaert LLP and its affiliates in connection with the preparation of tax returns for the Company.

 Exchange Act rules generally require any engagement by a public company of an accountant to provide audit or non-audit services to be pre-approved by the audit committee of that public company. This pre-approval requirement is waived with respect to the provision of services other than audit, review or attest services if certain conditions set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X are met. The audit committee charter provides guidelines for the pre-approval of independent auditor services. The Tax Fees detailed above were approved by the audit committee.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (b) Exhibits.

 The list of exhibits filed with this Amendment is set forth in the Exhibit Index below.

 EXHIBIT INDEX

 Exhibit Number

 Description

 3.1

 Articles of Incorporation of Medalist Diversified REIT, Inc.*

 3.2

 Articles Supplementary to the Articles of Incorporation of Medalist Diversified REIT, Inc. designating the Company's Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form 8-A filed on February 13, 2020).

 3.3

 Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 1-for-8 reverse stock split of the Company's Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed May 3, 2023).

 3.4

 Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. decreasing the par value of the Company's Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed May 3, 2023).

 3.5

 Articles Supplementary to the Articles of Incorporations of Medalist Diversified REIT, Inc. electing to become subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed December 29, 2023).

 3.6

 Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 1-for-10 reverse stock split of the Company's Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 2, 2024).

 3.7

 Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. approving the 5-for-1 forward stock split of the Company's Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on July 2, 2024).

 3.8

 Articles of Amendment to the Articles of Incorporation of Medalist Diversified REIT, Inc. decreasing the par value of the Company's Common Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed July 2, 2024).

 3.9

 Bylaws of Medalist Diversified REIT, Inc. *

 4.1

 Form of Certificate of Common Stock *

 4.2

 Form of Certificate of Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed on February 13, 2020)

 4.3

 Description of Medalist Diversified REIT, Inc.'s Securities (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K filed on March 10, 2023).

 10.1

 Business Loan Agreement, dated as of November 3, 2017, by and between COF North, LLC and Langley Federal Credit Union *

 10.2

 Promissory Note, dated as of November 3, 2017, by COF North for the benefit of Langley Federal Credit Union *

 10.3

 Change in Terms Agreement, dated as of May 8, 2018, by MDR Hanover Square, LLC and PMI Hanover Sq., LLC *

 10.4

 Deed of Trust, dated as of November 3, 2017, by COF North for the benefit of Langley Federal Credit Union *

 10.5

 Modification of Deed of Trust, dated as of May 8, 2018, by MDR Hanover Square, LLC and PMI Hanover Sq., LLC for the benefit of Langley Federal Credit Union *

 10.6

 Tenants in Common Agreement, dated as of May 8, 2018, by and between MDR Hanover Square, LLC and PMI Hanover Sq., LLC *

 10.7

 Medalist Diversified REIT, Inc. 2018 Equity Incentive Plan *

 10.8

 Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. *

 10.9

 First Amendment to Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 20, 2020).

 10.10

 Escrow Agreement, dated February 18, 2020, by and between Medalist Diversified REIT, Inc. and Virginia Commonwealth Bank (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 20, 2020).

 10.11

 Securities Purchase Agreement, dated as of October 27, 2020, by and between Medalist Diversified REIT, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 2, 2020).

 10.12

 Registration Rights Agreement, dated as of October 27, 2020, by and between Medalist Diversified REIT, Inc. and YA II PN, LTD. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 2, 2020).

 10.13

 Assignment, Assumption and Release Agreement, dated as of August 27, 2021, by and among Medalist Fund II-B, LLC, Thomas E. Messier, William R. Elliott, MDR Greenbrier LLC and The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 2, 2021).

 10.14

 Promissory Note, made as of June 7, 2021, by Medalist Fund II-B, LLC for the benefit of The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 2, 2021).

 10.15

 Business Loan Agreement, dated as of June 7, 2021, by and between Medalist Fund II-B, LLC and The Old Point National Bank of Phoebus (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on September 2, 2021).

 10.16

 Tenants in Common Agreement, dated as of November 1, 2021, by and between PMI Parkway, LLC and MDR Parkway, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 8, 2021).

 10.17

 Promissory Note, made as of November 1, 2021, by PMI Parkway, LLC and MDR Parkway, LLC for the benefit of TIAA, FSB (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 8, 2021).

 10.18

 Loan Agreement, made as of November 8, 2021, by and between MDR Franklin Square, LLC and DBR Investments Co. Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 10, 2021).

 10.19

 Promissory Note, dated as of November 8, 2021, by MDR Franklin Square, LLC for the benefit of DBR Investments Co. Limited (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 10, 2021).

 10.20

 Standby Equity Purchase Agreement, dated as of November 17, 2021, by and between Medalist Diversified REIT, Inc. and YA II PN. Ltd. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 22, 2021).

 10.21

 Credit Agreement, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, 2022).

 10.22

 Term Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 17, 2022).

 10.23

 Revolving Line of Credit Note, dated as of June 13, 2022 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on June 17, 2022).

 10.24

 First Amendment to Revolving Line of Credit Note, dated as of May 2, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 8, 2023).

 10.25

 Cooperation Agreement, dated as of May 24, 2023, by and between Medalist Diversified REIT, Inc. and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 24, 2023).**

 10.26

 Letter, dated June 5, 2023, from Francis P. Kavanaugh to Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 9, 2023).

 10.27

 Termination Agreement, dated July 18, 2023, by and among Medalist Diversified REIT, Inc., Medalist Diversified Holdings, L.P., Medalist Fund Manager, Inc., William R. Elliott and Thomas E. Messier (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 18, 2023).

 10.28

 Staffing Agreement, dated November 13, 2023, by and between Gunston Consulting, LLC and Medalist Diversified REIT, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on November 13, 2023).

 10.29

 Purchase and Sale Agreement, dated as of December 29, 2023, by and among Prudent Growth Partners, LLC, MDR Hanover Square, LLC and PMI Hanover Sq. LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 29, 2023).

 10.30

 Purchase and Sale Agreement, dated as of February 15, 2024, by and among Medalist Diversified REIT, Inc. and RMP N. Central Ave. LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 20, 2024).

 10.31

 Purchase and Sale Agreement, dated as of February 16, 2024, by and between MDR Hanover Square, LLC and PNMI Hanover SQ, LLC (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 20, 2024).

 10.32

 OP Unit Purchase Agreement, dated as of February 16, 2024, by and among Peter Mueller, Inc., Medalist Diversified REIT, Inc. and Medalist Diversified Holdings, LP (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 20, 2024).

 10.33

 Amendment to Credit Agreement, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 4, 2024).

 10.34

 Amended and Restated Continuing Guaranty, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 4, 2024).

 10.35

 Amended and Restated Term Note, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 4, 2024).

 10.36

 Amended and Restated Revolving Line of Credit Note, dated as of October 1, 2024 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on October 4, 2024).

 10.37

 Second Amendment to Revolving Line of Credit Note, dated as of June 5, 2024. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on 10-Q filed on August 9, 2024).

 10.38

 Subscription Agreement, dated as of October 11, 2024, by and among Medalist Diversified Holdings, L.P., Medalist Diversified REIT, Inc. and Francis P. Kavanaugh (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 11, 2024).**

 10.39

 Contribution Agreement, dated as of December 14, 2024, by and between Dionysus Investments, LLC and Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 17, 2024).

 10.40

 Contribution Agreement, dated as of December 14, 2024, by and between CWS BET Seattle, L.P. and Medalist Diversified Holdings, L.P. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 17, 2024).

 10.41

 Second Amendment to Agreement of Limited Partnership of Medalist Diversified Holdings, L.P. incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on December 17, 2024).

 10.42

 Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on December 17, 2024).

 10.43

 Letter, dated December 13, 2024, from Marc Carlson to the Board relating to waiver of share ownership limits, including representations and agreements of Marc Carlson (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on December 17, 2024).

 10.44

 Letter, dated December 13, 2024, from Kory Kramer to the Board relating to waiver of share ownership limits, including representations and agreements of Kory Kramer (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on December 17, 2024).

 10.45

 Letter, dated January 20, 2025, from Winn to the Company relating to waiver of share ownership limits, including representations and agreements of Winn (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 22, 2025).**

 10.46

 First Amendment to Contribution Agreement, dated as of January 24, 2025, by and between CWS BET Seattle L.P. and MDR Bowling Green, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 29, 2025).

 19.1

 Medalist Diversified REIT, Inc. Insider Trading Policy ***

 21.1

 List of Subsidiaries ***

 23.1

 Consent of Cherry Bekaert LLP ***

 31.1

 Certification by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***

 32.2

 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***

 97.1

 Medalist Diversified REIT, Inc. Clawback Policy, effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on March 6, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Filed herewith.
 * Previously filed with the Amendment to the Registrant's Registration Statement on Form S-11 filed by the Registrant with the Securities and Exchange Commission on October 5, 2018.
 ** Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
 *** Previously filed or furnished with the Original Form 10-K.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 MEDALIST DIVERSIFIED REIT, INC.

 Date: April 28, 2025

 By:

 /s/ Francis P. Kavanaugh

 President and Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/ Francis P. Kavanaugh

 President, Chief Executive Officer and Chairman of the Board

 (principal executive officer)

 /s/ C. Brent Winn, Jr.

 Chief Financial Officer

 C. Brent Winn, Jr.

 (principal accounting officer and principal financial officer)

 /s/ Marc Carlson

 Marc Carlson

 /s/ Neil P. Farmer

 Neil P. Farmer

 /s/ Lee Finley

 Lee Finley

 /s/ Kory Kramer

 Kory Kramer

 /s/ David Lunin

 David Lunin

 /s/ Emanuel Neuman

 Emanuel Neuman