Medalist Diversified, Inc.

Ashley Plaza Property · Retail · 156,012 square foot retail property located at 201–221 North Berkeley Boulevard in Goldsboro, North Carolina 27534, built in 1977 and fully renovated in 2018, that is 99% leased as of December 31, 2025, and is anchored by Hobby Lobby, Harbor Freight, Ashley Home Store and Planet Fitness.

Franklin Square Property · Retail · 134,239 square foot retail property located at 3940 East Franklin Boulevard in Gastonia, North Carolina 28056, on 10.293 acres, built in 2006 and 2007, that is 98.7% leased as of December 31, 2025 and anchored by Ashley Furniture and Altitude.

Lancer Center Property · Retail · 181,590 square foot retail property located at 1256 Highway 9 Bypass West, Lancaster, South Carolina, 29270, built in 1987 and substantially renovated in 2013, that is 61.5% leased as of December 31, 2025, and is anchored by Citi Trends and Big Lots.

Brookfield Center Property · Flex · 64,880 square foot flex-industrial property located at 48 Brookfield Center Drive, Greenville, South Carolina 29607, built in 2007, that is 100% leased as of December 31, 2025, and is anchored by Gravitopia Trampoline Park, S&ME, Inc., and ATS Kids.

Greenbrier Business Center Property · Flex · 89,280 square foot flex-industrial property located at 1244 Executive Boulevard, Chesapeake, Virginia, 23320, built in 1987 that is 97.9% leased as of December 31, 2025 and is anchored by Bridge Church, TK Elevator and Mechanical Source Solutions.

Parkway Property · Flex · 64,109 square foot, two building flex-industrial property located at 2697 International Parkway, Virginia Beach, Virginia 23452, built in 1984 that is 97.3% leased as of December 31, 2025 and is anchored by GBRS Group and First Onsite.

Citibank Property · Single Tenant Net Lease · 4,350 square foot retail bank property located at 3535 N. Central Avenue, Chicago, Illinois 60634, built in 1954 and renovated in 1995, that is 100% leased as of December 31, 2025 and is occupied by Citibank.

East Coast Wings Property · Single Tenant Net Lease · 5,000 square foot restaurant property located in Goldsboro, North Carolina, built in 1977 that is 100% leased as of December 31, 2025, formerly reported as part of the Ashley Plaza Property, that is occupied by East Coast Wings.

T-Mobile Property · Single Tenant Net Lease · 3,000 square foot retail property located in Goldsboro, North Carolina, built in 1977 that is 100% leased as of December 31, 2025, formerly reported as part of the Ashley Plaza Property, that is occupied by T-Mobile.

Tesla Pensacola Property · Single Tenant Net Lease · 45,461 square foot sales, service and distribution property located in Pensacola, Florida, built in 1986 and substantially renovated in 2025, that is 100% leased as of December 31, 2025 and is occupied by Tesla.

Ashley Plaza Property

On August 30, 2019, we purchased from RCG-Goldsboro, LLC, a Georgia limited liability company and unaffiliated seller, Ashley Plaza, a 156,012 square foot retail property located at 201–221 North Berkeley Boulevard in Goldsboro, North Carolina 27534, or the Ashley Plaza Property, for $15,200,000. The Ashley Plaza Property was built in 1977, fully renovated in 2018, was 99% leased as of December 31, 2025, and is anchored by Hobby Lobby, Harbor Freight, Ashley Home Store and Planet Fitness.

The purchase price and closing costs for the Ashley Plaza Property were financed with $3,281,144 in equity, $1,000,000 in funds from a short-term line of credit, and net mortgage loan proceeds of $11,225,700 from a senior mortgage loan made by Bank of America, N.A., or the Ashley Plaza Lender, in the original principal amount of $11,400,000, or the Ashley Plaza Loan.

The Ashley Plaza Loan will mature on September 1, 2029. The Ashley Plaza Loan required monthly interest only payments during the first 12 months of the term. For the remainder of the term, the Ashley Plaza Loan requires monthly payments of $52,795, which includes principal on a 30-year amortization schedule, and interest. The Ashley Plaza Loan bears interest at 3.75%. The Ashley Plaza Loan may not be prepaid until June 1, 2029, subject to certain conditions and limitations contained in the loan documents. The Ashley Plaza Loan is secured by the Ashley Plaza Property.

The purchase of the Ashley Plaza Property included two developed outparcels. The East Coast Wings Property consists of a 5,000 square foot building and the T-Mobile Property consists of a 3,000 square foot building. In prior periods, these two outparcel properties were included in the Ashley Plaza disclosures. However, with the expansion of our investment strategy to include STNL properties, these two developed outparcels are discussed as separate STNL properties, below.

• Our ability to dispose of certain of our legacy real estate assets on favorable terms is subject to real estate market conditions, capital markets availability, buyer demand, interest rate levels, and other factors beyond our control.
• We intend to remain a publicly traded company following our strategic transition, which requires us to continue to incur substantial general and administrative expenses
• Our obligations to pay income taxes may increase beginning in 2026, which will result in a reduction to our earnings, and could have negative consequences to us.
• We may fail to realize the anticipated benefits of revoking our REIT election and becoming a taxable corporation effective January 1, 2026, or those benefits may take longer to realize than expected, if at all, or may not offset the costs of revoking our REIT election and becoming a taxable corporation.
• Our revocation of our REIT election will change the tax treatment of our dividends.
• We may not be able to fully utilize our NOL and NCL carryforwards, which could adversely affect our results of operations.
• Preserving the ability to use our NOLs and NCLs may cause us to forgo otherwise attractive opportunities.
• Our strategic transition could impact market perception of our publicly traded stock.
• We may be unable to execute our strategic framework, which contemplates the potential acquisition of operating businesses, investment platforms, or other assets that we believe may enhance stockholder value.
• We may experience market risk associated with our treasury and investment portfolio.
• We may not be able to deploy our cash balances effectively, and holding significant cash reserves may adversely affect our financial performance and stockholder returns.
• Our success is dependent on our ability to make investments consistent with our investment goals.
• You will not have the opportunity to evaluate our investments before we make them.
• Our future growth will depend upon our ability to raise additional capital and make investments in a competitive environment.
• Our investments will include marketable securities which are subject to market, interest and credit risk that may reduce its value.
• We may not be successful in identifying and consummating suitable investment opportunities.
• We plan to continue to operate our business so that we are not required to register as an investment company under the Investment Company Act.
• Our investment in bitcoin is subject to market volatility and regulatory uncertainty.
• We may never reach sufficient size to achieve diversity in our portfolio.
• Lack of diversification in number of investments increases our dependence on individual investments.
• The DST Program could subject us to liabilities from litigation or otherwise.
• The DST Program will not shield us from risks related to the performance of the DST Properties held through such structures.
• DST Properties may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such DST Properties for other purposes such as paying down debt, distributions or additional investments.
• If we cannot obtain additional capital, our ability to make acquisitions for our DST Program will be limited. We are subject to risks associated with debt and capital stock issuances and private placements of interests in our DST offerings, and such issuances may have consequences to holders of shares of our common stock.
• The market for real estate investments for our DST Program is highly competitive.
• Competition for investors in Delaware Statutory Trust offerings may adversely affect our DST sponsorship business.
• Real estate investments are subject to risks particular to real property.
• Real estate investments are not as liquid as other types of assets, which may reduce economic returns to our stockholders.
• Investments in real estate-related assets can be speculative.
• Liability relating to environmental matters may impact the value of the properties that we may acquire or underlying our investments.
• Discovery of previously undetected environmentally hazardous conditions, including mold or asbestos, may lead to liability for adverse health effects and costs of remediating the problem could adversely affect our operating results.
• We may invest in real estate-related investments, including joint ventures and co-investment arrangements.
• We expect to lease a significant portion of our real estate to middle-market businesses, which may be more susceptible to adverse market conditions.
• Adverse economic conditions may negatively affect our results of operations and, as a result, our ability to make distributions to our stockholders or to realize appreciation in the value of our real estate investments.
• We may be adversely affected by unfavorable economic changes in the specific geographic areas where our real estate investments are concentrated.
• We may not be able to re-lease or renew leases at the real estate investments held by us on terms favorable to us or at all.
• Some of our leases are below-market, have long terms, or have unfavorable, below- market renewal options, all of which may limit our ability to increase rental revenues and increase the value of our properties.
• The bankruptcy, insolvency or diminished creditworthiness of our tenants under their leases or delays by our tenants in making rental payments could seriously harm our operating results and financial condition.
• Lease defaults or terminations or landlord-tenant disputes may adversely reduce our income from leased properties.
• Our leases that are net leases may require us to pay property-related expenses that are not the obligations of our tenants.
• Net leases may not result in fair market lease rates over time, which could negatively impact our income and reduce the amount of funds available to make distributions to our stockholders.
• Some of our leases are gross leases, which could expose us to increased operating expenses and reduce the amount of funds available to make distributions to our stockholders.
• We could be adversely affected by various facts and events related to our real estate investments over which we have limited or no control.
• We may be required to reimburse tenants for overpayments of estimated operating expenses.
• An uninsured loss or a loss that exceeds the policies on our real estate investments could subject us to lost capital or revenue on those properties.
• Acquired real estate investments may not meet projected occupancy.
• We could be exposed to environmental liabilities with respect to real estate investments to which we take title.
• Properties may contain toxic and hazardous materials.
• Properties may contain mold.
• Significant restrictions on transfer and encumbrance of real estate investments are expected.
• We may be subject to the risk of liability and casualty loss as the owner of a real estate investment.
• Restrictions in a tenant in common agreement related to the Parkway Property may adversely impact our investment in that property.
• We have used and may continue to use mortgage and other debt financing to acquire properties or interests in properties, either for our own portfolio or for our DST Program offerings, and otherwise incur other indebtedness, which increases our expenses, may limit our financial flexibility in the future, and could subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments.
• The use of debt may limit our financial flexibility in the future.
• The use of leverage to make real estate investments exposes our investment to additional risk.
• Leveraging a real estate investment allows a lender to foreclose on that real estate investment.
• High levels of debt or increases in interest rates could increase the amount of our loan payments, which could reduce returns on our DST Program offerings, fee income from our DST Program, and the cash available for distribution to stockholders.
• High mortgage rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our cash flow from operations and the amount of cash distributions we can make.
• Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to you.
• Failure to maintain certain financial thresholds could trigger cash management controls and adversely affect our liquidity.
• Our ability to obtain financing on reasonable terms would be impacted by negative capital market conditions.
• Some of our mortgage loans may have “due on sale” provisions, which may impact the manner in which we acquire, sell and/or finance our properties.
• Lenders may be able to recover against our other real estate investments under our mortgage loans.
• If we are required to make payments under any “bad boy” carve-out guaranties that we may provide in connection with certain mortgages and related loans, our business and financial results could be materially adversely affected.
• Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders.
• We may enter into derivative or hedging contracts that could expose us to contingent liabilities and certain risks and costs in the future.
• Interest rates might increase, which may impact our borrowing activities.
• We may use floating rate, interest-only or short-term loans to acquire real estate investments.