Medalist Diversified (MDRR) risk factors, FY2025 10-K

Medalist Diversified's FY2025 10-K, filed Mar 02, 2026, lists 104 risk factors in 12 groups. Against the prior year's 89: 34 new, 19 dropped, 21 substantially reworded.

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Risk factors listed
10412 groups
New this year
34vs 89 last year
Dropped
19since the prior 10-K
Substantially reworded
21of those kept
Section length
21k wordsItem 1A

What the changes say

  • Medalist Diversified is shifting from a REIT to a taxable corporation, launching a DST program, and monetizing legacy assets.

What changed since the prior 10-K

New

  • NewRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Risks Associated with Debt Financing

    Using mortgage and debt financing increases expenses and risks property foreclosure if cash flow is insufficient.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    We may not successfully execute our strategic repositioning

    The company is repositioning from an equity REIT toward a DST program and capital-allocation structure.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    We are seeking to maximize stockholder value by exploring strategic alternatives. There can be no assurance that we will be successful in executing a strategic transaction

    Management is exploring strategic alternatives to maximize stockholder value but may fail to consummate a suitable transaction.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    As part of our strategic repositioning, we intend to continue monetizing certain legacy real estate assets. Our ability to dispose of these properties on favorable terms is subject to real estate market conditions, capital markets availability, buyer demand, interest rate levels, and other factors beyond our control

    Monetizing legacy real estate assets may result in impairment charges, lower revenues, and delayed capital redeployment.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    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

    Federal and state income tax obligations will increase after revoking REIT election effective January 1, 2026.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    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

    Anticipated benefits of revoking REIT status may not materialize or offset transition costs.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    Our revocation of our REIT election will change the tax treatment of our dividends

    Dividends will be taxed as C-corporation dividends instead of REIT distributions, and corporate-level taxes will apply.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    We may not be able to fully utilize our NOL and NCL carryforwards, which could adversely affect our results of operations

    Internal Revenue Code Sections 382 and 383 may limit the utilization of net operating losses and net capital losses.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    Preserving the ability to use our NOLs and NCLs may cause us to forgo otherwise attractive opportunities

    The desire to preserve net operating losses may cause the company to forgo stock repurchases or capital-raising opportunities.

  • NewRisks Related to our Strategic Transition and Termination of our REIT Status

    Our strategic transition could impact market perception of our publicly traded stock

    The strategic transition from a REIT may lead to unpredictable financial results and increased stock price volatility.

  • NewRisks Related to our Capital Allocation and Investment Strategy

    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

  • NewRisks Related to our Capital Allocation and Investment Strategy

    The success of our acquisition strategy that contemplates the potential acquisition of operating businesses or other assets depends on our ability to identify suitable targets, negotiate favorable terms, complete transactions efficiently, and integrate acquired operations effectively

    Expanding into new business sectors through acquisitions exposes the company to unfamiliar operational and regulatory risks.

  • NewRisks Related to our Capital Allocation and Investment Strategy

    We may experience market risk associated with our treasury and investment portfolio

  • NewRisks Related to our Capital Allocation and Investment Strategy

    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

  • NewRisks Related to our Capital Allocation and Investment Strategy

    Our investments will include marketable securities which are subject to market, interest and credit risk that may reduce its value

  • NewRisks Related to our Capital Allocation and Investment Strategy

    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

  • NewRisks Related to our Capital Allocation and Investment Strategy

    Our investment in bitcoin is subject to market volatility and regulatory uncertainty

  • NewRisks Related to our Delaware Statutory Trust (DST) Program

    The DST Program could subject us to liabilities from litigation or otherwise

  • NewRisks Related to our Delaware Statutory Trust (DST) Program

    The DST Program will not shield us from risks related to the performance of the DST Properties held through such structures

  • NewRisks Related to our Delaware Statutory Trust (DST) Program

    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

  • NewRisks Related to our Delaware Statutory Trust (DST) Program

    common stock. Our Board may authorize the issuance of classes or series of preferred stock which may have rights that could dilute, or otherwise adversely affect, the interest of holders of shares our common stock

  • NewRisks Related to our Delaware Statutory Trust (DST) Program

    Competition for investors in Delaware Statutory Trust offerings may adversely affect our DST sponsorship business

  • NewRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    cost of compliance with the Americans with Disabilities Act

  • NewRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    The use of debt may limit our financial flexibility in the future

  • NewRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    The use of leverage to make real estate investments exposes our investment to additional risk

  • NewRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Failure to maintain certain financial thresholds could trigger cash management controls and adversely affect our liquidity

  • NewRisks Related to our REIT Status Through December 31, 2025

    If we failed to remain qualified as a REIT for those years we elected REIT status, we would be subject to higher taxes and have reduced cash available for stockholders

  • NewRisks Related to our REIT Status Through December 31, 2025

    we could be subject to possible increased state and local taxes

  • NewRisks Related to our REIT Status Through December 31, 2025

    The prohibited transactions tax may subject us to tax on our gain from sales of property during those years we elected REIT status

  • NewRisks Related to our Organization, Operations and Internal Controls

    Maryland law may limit the ability of a third party to acquire control of us

  • NewRisks Related to our Organization, Operations and Internal Controls

    We may utilize artificial intelligence, which could expose us to liability and affect our business

  • NewRisks Related to our Financial Condition

    Our Board will determine the amount and timing of any distributions. In making such determinations, our directors will consider all relevant factors, including the amount of cash available for distribution, capital expenditures, general operational requirements and applicable law

  • NewRisks Related to our Organization and Structure

    Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of OP Units, which may impede business decisions that could benefit our stockholders

  • NewRisks Related to Macroeconomic and Market Factors

    Actual and perceived changes in U.S. trade policies, including changes to existing trade agreements and heightened global trade tensions may have a material adverse effect on our business, results of operations and financial condition

Dropped

  • DroppedRisks Related to Our Business and Investments

    If we cannot obtain additional capital, our ability to make acquisitions and lease properties will be limited. We are subject to risks associated with debt and capital stock issuances, and such issuances may have consequences to holders of shares of our common stock

  • DroppedRisks Related to Our Business and Investments

    We utilize, and intend to continue to utilize, leverage, which may limit our financial flexibility in the future

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    Our failure to qualify as a REIT would result in higher taxes and reduced cash available for stockholders

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    unless we are entitled to relief under certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”), we could not re-elect REIT status until the fifth calendar year after the year in which we failed to qualify as a REIT

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    REIT distribution requirements could adversely affect our liquidity

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments

    Reliance on capital raising and equity issuances to fund acquisitions.

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flows

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    The stock ownership restrictions of the Code for REITs and the 3.6% stock ownership limits in our charter may inhibit market activity in our capital stock and restrict our business combination opportunities

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    The prohibited transactions tax may subject us to tax on our gain from sales of property and limit our ability to dispose of our properties

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    We may be unable to generate sufficient revenue from operations, operating cash flow or portfolio income to pay our operating expenses, and our operating expenses could rise, diminishing our ability to pay distributions to our stockholders

    Financial covenants in loan agreements restrict operations and distributions.

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    Distributions to tax-exempt investors may be classified as unrelated business taxable income and tax-exempt investors would be required to pay tax on the unrelated business taxable income and to file income tax returns

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    The ability of our board of directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    We have used and may continue to use mortgage and other debt financing to acquire properties or interests in properties and otherwise incur other indebtedness, which increases our expenses and could subject us to the risk of losing properties in foreclosure if our cash flow is insufficient to make loan payments

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    Complying with REIT requirements may limit our ability to hedge risk effectively

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    We may use leverage to make Investments

  • DroppedRisks Related to Taxes and Our Taxation as a REIT

    Leveraging an Investment allows a lender to foreclose on that Investment

  • DroppedRisks Related to Our Organization and Structure

    A limit on the percentage of our securities a person may own may discourage a takeover or business combination, which could prevent our stockholders from realizing a premium price for their stock

  • DroppedRisks Related to the Ownership of Our Common Stock

    The availability and timing of cash distributions is uncertain

Reworded

  • 67% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Interest rates might increase, which may impact our borrowing activities

    Updated interest rate risk for 2025 citing the Federal Reserve's higher-for-longer stance and impacts on DST program growth and cap rates.

    Was: Interest rates might increase

  • 67% rewrittenRisks Related to our Capital Allocation and Investment Strategy

    We may never reach sufficient size to achieve diversity in our portfolio

    Expanded portfolio diversification risk to explicitly reference the new DST program and non-real estate investments.

  • 59% rewrittenRisks Related to our Organization and Structure

    We may change our investment strategy and operational policies without stockholder consent

    Added an example noting the board's charter authority to revoke REIT election without stockholder approval.

    Was: We may change our investment and operational policies without stockholder consent

  • 56% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Restrictions in a tenant in common agreement related to the Parkway Property may adversely impact our investment in that property

    Changed references from specific investments to general real estate investments regarding TIC agreement restrictions.

    Was: Restrictions in a tenants in common agreement related to the Parkway Property may adversely impact our investment in that property

  • 50% rewrittenRisks Related to our Organization and Structure

    If we are unable to retain or obtain key personnel, our ability to implement our investment strategies could be hindered, which could reduce our ability to make distributions and adversely affect the trading price of our common stock

    Retained core personnel retention risks with minor stylistic updates.

  • 45% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Significant restrictions on transfer and encumbrance of real estate investments are expected

    Replaced 'Investment' references with 'real estate investment' concerning lender transfer prohibitions.

    Was: Significant restrictions on transfer and encumbrance of Investments are expected

  • 45% rewrittenRisks Related to our Capital Allocation and Investment Strategy

    You will not have the opportunity to evaluate our investments before we make them

    Streamlined board discretion and unrestrictive investment strategy descriptions.

  • 36% rewrittenRisks Related to our Financial Condition

    We do not have guaranteed cash flow

    Updated cash flow risk language to refer specifically to 'real estate investments' rather than general investments.

  • 35% rewrittenRisks Related to our Capital Allocation and Investment Strategy

    Our future growth will depend upon our ability to raise additional capital and make investments in a competitive environment

    Was: Our future growth will depend upon our ability to acquire and lease properties in a competitive real estate business and to raise additional capital

  • 35% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Availability of financing and market conditions will affect the success of our company

  • 34% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    We may invest in real estate-related investments, including joint ventures and co-investment arrangements

  • 33% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Lenders may be able to recover against our other real estate investments under our mortgage loans

    Was: Lenders may be able to recover against our other Investments under our mortgage loans

  • 32% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    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

  • 30% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    We may use floating rate, interest-only or short-term loans to acquire real estate investments

    Was: We may use floating rate, interest-only or short-term loans to acquire Investments

  • 29% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Real estate investments are subject to risks particular to real property

    Was: Our real estate investments are subject to risks particular to real property

  • 29% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Acquired real estate investments may not meet projected occupancy

    Was: Acquired Investments may not meet projected occupancy

  • 28% rewrittenRisks Related to our Delaware Statutory Trust (DST) Program

    The market for real estate investments for our DST Program is highly competitive

    Was: The market for real estate investments is highly competitive

  • 27% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    We may be subject to the risk of liability and casualty loss as the owner of a real estate investment

    Was: We may be subject to the risk of liability and casualty loss as the owner of an Investment

  • 26% rewrittenRisks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

    Properties may contain toxic and hazardous materials

  • 23% rewrittenRisks Related to our Financial Condition

    We have experienced losses in the past, and we may experience similar losses in the future

  • 20% rewrittenRisks Related to our Capital Allocation and Investment Strategy

    Lack of diversification in number of investments increases our dependence on individual investments

All 104 risk factors

Headings as the filing states them, in filing order.

Risks Related to the Real Estate Industry and Real Estate Held in our Legacy Portfolio and through our DST Program

  1. 01Risks Associated with Debt FinancingNew
  2. 30Real estate investments are subject to risks particular to real property29% rewritten
  3. 31cost of compliance with the Americans with Disabilities ActNew
  4. 32Real estate investments are not as liquid as other types of assets, which may reduce economic returns to our stockholders
  5. 33Investments in real estate-related assets can be speculative
  6. 34Liability relating to environmental matters may impact the value of the properties that we may acquire or underlying our investments
  7. 35Discovery 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
  8. 36We may invest in real estate-related investments, including joint ventures and co-investment arrangements34% rewritten
  9. 37We expect to lease a significant portion of our real estate to middle-market businesses, which may be more susceptible to adverse market conditions
  10. 38Adverse 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
  11. 39We may be adversely affected by unfavorable economic changes in the specific geographic areas where our real estate investments are concentrated
  12. 40We 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
  13. 41Some 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
  14. 42The 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
  15. 43Lease defaults or terminations or landlord-tenant disputes may adversely reduce our income from leased properties
  16. 44Our leases that are net leases may require us to pay property-related expenses that are not the obligations of our tenants
  17. 45Net 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
  18. 46Some 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
  19. 47We could be adversely affected by various facts and events related to our real estate investments over which we have limited or no control
  20. 48We may be required to reimburse tenants for overpayments of estimated operating expenses
  21. 49An 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
  22. 50Acquired real estate investments may not meet projected occupancy29% rewritten
  23. 51We could be exposed to environmental liabilities with respect to real estate investments to which we take title
  24. 52Properties may contain toxic and hazardous materials26% rewritten
  25. 53Properties may contain mold
  26. 54Significant restrictions on transfer and encumbrance of real estate investments are expected45% rewritten
  27. 55We may be subject to the risk of liability and casualty loss as the owner of a real estate investment27% rewritten
  28. 56Restrictions in a tenant in common agreement related to the Parkway Property may adversely impact our investment in that property56% rewritten
  29. 57The use of debt may limit our financial flexibility in the futureNew
  30. 58The use of leverage to make real estate investments exposes our investment to additional riskNew
  31. 59High 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
  32. 60High 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 make32% rewritten
  33. 61Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to you
  34. 62Failure to maintain certain financial thresholds could trigger cash management controls and adversely affect our liquidityNew
  35. 63Our ability to obtain financing on reasonable terms would be impacted by negative capital market conditions
  36. 64Some 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
  37. 65Lenders may be able to recover against our other real estate investments under our mortgage loans33% rewritten
  38. 66If 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
  39. 67Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders
  40. 68We may enter into derivative or hedging contracts that could expose us to contingent liabilities and certain risks and costs in the future
  41. 69Interest rates might increase, which may impact our borrowing activities67% rewritten
  42. 70We may use floating rate, interest-only or short-term loans to acquire real estate investments30% rewritten
  43. 71Availability of financing and market conditions will affect the success of our company35% rewritten

Risks Related to our Strategic Transition and Termination of our REIT Status

  1. 02We may not successfully execute our strategic repositioningNew
  2. 03We are seeking to maximize stockholder value by exploring strategic alternatives. There can be no assurance that we will be successful in executing a strategic transactionNew
  3. 04As part of our strategic repositioning, we intend to continue monetizing certain legacy real estate assets. Our ability to dispose of these properties on favorable terms is subject to real estate market conditions, capital markets availability, buyer demand, interest rate levels, and other factors beyond our controlNew
  4. 05Our 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 usNew
  5. 06We 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 corporationNew
  6. 07Our revocation of our REIT election will change the tax treatment of our dividendsNew
  7. 08We may not be able to fully utilize our NOL and NCL carryforwards, which could adversely affect our results of operationsNew
  8. 09Preserving the ability to use our NOLs and NCLs may cause us to forgo otherwise attractive opportunitiesNew
  9. 10Our strategic transition could impact market perception of our publicly traded stockNew

Risks Related to our Capital Allocation and Investment Strategy

  1. 11We 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 valueNew
  2. 12The success of our acquisition strategy that contemplates the potential acquisition of operating businesses or other assets depends on our ability to identify suitable targets, negotiate favorable terms, complete transactions efficiently, and integrate acquired operations effectivelyNew
  3. 13We may experience market risk associated with our treasury and investment portfolioNew
  4. 14We may not be able to deploy our cash balances effectively, and holding significant cash reserves may adversely affect our financial performance and stockholder returnsNew
  5. 15Our success is dependent on our ability to make investments consistent with our investment goals
  6. 16You will not have the opportunity to evaluate our investments before we make them45% rewritten
  7. 17Our future growth will depend upon our ability to raise additional capital and make investments in a competitive environment35% rewritten
  8. 18Our investments will include marketable securities which are subject to market, interest and credit risk that may reduce its valueNew
  9. 19We may not be successful in identifying and consummating suitable investment opportunities
  10. 20We plan to continue to operate our business so that we are not required to register as an investment company under the Investment Company ActNew
  11. 21Our investment in bitcoin is subject to market volatility and regulatory uncertaintyNew
  12. 22We may never reach sufficient size to achieve diversity in our portfolio67% rewritten
  13. 23Lack of diversification in number of investments increases our dependence on individual investments20% rewritten

Risks Related to our Delaware Statutory Trust (DST) Program

  1. 24The DST Program could subject us to liabilities from litigation or otherwiseNew
  2. 25The DST Program will not shield us from risks related to the performance of the DST Properties held through such structuresNew
  3. 26DST 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 investmentsNew
  4. 27common stock. Our Board may authorize the issuance of classes or series of preferred stock which may have rights that could dilute, or otherwise adversely affect, the interest of holders of shares our common stockNew
  5. 28The market for real estate investments for our DST Program is highly competitive28% rewritten
  6. 29Competition for investors in Delaware Statutory Trust offerings may adversely affect our DST sponsorship businessNew

Risks Related to our REIT Status Through December 31, 2025

  1. 72If we failed to remain qualified as a REIT for those years we elected REIT status, we would be subject to higher taxes and have reduced cash available for stockholdersNew
  2. 73we could be subject to possible increased state and local taxesNew
  3. 74The prohibited transactions tax may subject us to tax on our gain from sales of property during those years we elected REIT statusNew
  4. 75We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common stock
  5. 76If our Operating Partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT for those years that we elected REIT status and suffer other adverse consequences

Risks Related to our Organization, Operations and Internal Controls

  1. 77We may incur losses as a result of ineffective risk management processes and strategies
  2. 78We are dependent on information systems and third parties, and systems failures, including as a result of cybersecurity threats, could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to make distributions to our stockholders
  3. 79If we are unable to maintain effective internal control over financial reporting in the future, our ability to produce accurate financial statements could be impaired, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline
  4. 80We may discover deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002
  5. 81We are required to make a number of judgments in applying accounting policies, and different estimates and assumptions in the application of these policies could result in changes to our reporting of financial condition and results of operations
  6. 82Maryland law may limit the ability of a third party to acquire control of usNew
  7. 83We may utilize artificial intelligence, which could expose us to liability and affect our businessNew
  8. 84Our use of social media presents risks

Risks Related to our Financial Condition

  1. 85We have experienced losses in the past, and we may experience similar losses in the future23% rewritten
  2. 86Rates of distribution to you will not necessarily be indicative of our operating results. If we make distributions from sources other than our cash flows from operations or earnings, we will have fewer funds available for the acquisition of properties and your overall return may be reduced
  3. 87Our Board will determine the amount and timing of any distributions. In making such determinations, our directors will consider all relevant factors, including the amount of cash available for distribution, capital expenditures, general operational requirements and applicable lawNew
  4. 88We do not have guaranteed cash flow36% rewritten

Risks Related to our Public Company Status and Ownership of our Common Stock

  1. 89Future sales of shares of our common stock in the public market or the issuance of other equity may adversely affect the market price of our common stock
  2. 90The market price of our common stock may be volatile, which could result in substantial losses for investors who purchase our shares; and the volatility in the stock prices of other companies may contribute to volatility in our stock price
  3. 91general economic, industry, and market conditions
  4. 92Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses
  5. 93We will continue to incur costs as a result of operating as a public company and our management is required to devote substantial time to new compliance initiatives and corporate governance practices
  6. 94An increase in market interest rates may have an adverse effect on the market price of our common stock and our ability to make distributions to its stockholders
  7. 95We may not be able to satisfy listing requirements of the Nasdaq Capital Market to maintain a listing of our common stock
  8. 96If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
  9. 97A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common stock

Risks Related to our Organization and Structure

  1. 98Our charter permits our Board to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders
  2. 99We may change our investment strategy and operational policies without stockholder consent59% rewritten
  3. 100If we are unable to retain or obtain key personnel, our ability to implement our investment strategies could be hindered, which could reduce our ability to make distributions and adversely affect the trading price of our common stock50% rewritten
  4. 101Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of OP Units, which may impede business decisions that could benefit our stockholdersNew

Risks Related to Macroeconomic and Market Factors

  1. 102Actual and perceived changes in U.S. trade policies, including changes to existing trade agreements and heightened global trade tensions may have a material adverse effect on our business, results of operations and financial conditionNew
  2. 103Inflation may adversely affect our financial condition and results of operations
  3. 104Disruptions in the financial markets and uncertain economic conditions could adversely affect market rental rates, commercial real estate values, hotel revenues and our ability to secure debt financing, service future debt obligations, or pay distributions to stockholders

Other Medalist Diversified 10-Ks

  • FY2024 10-K risk factors
    89 risks

    Medalist Diversified faces significant concentration risk with a small property portfolio and a $30.5M cumulative net loss to date. Future growth depends on securing additional capital and competing for commercial real estate acquisitions. Operations are heavily exposed to tenant creditworthiness, particularly middle-market businesses.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.