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Medalist Diversified REIT, Inc.

Medalist Diversified REIT, Inc.MDRR财报

Nasdaq · 房地产 · 房地产投资信托

Medalist Diversified REIT, Inc. is a publicly traded real estate investment trust focused on owning, operating, and acquiring income-generating multi-family residential properties. Its portfolio is concentrated in high-growth US Southeast and Mid-Atlantic markets, targeting stable long-term returns for shareholders via rental income and property appreciation.

What changed in Medalist Diversified REIT, Inc.'s 10-K — 2024 vs 2025

Top changes in Medalist Diversified REIT, Inc.'s 2025 10-K

861 paragraphs added · 803 removed · 506 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

205 edited+166 added−117 removed95 unchanged
Tangible assets include land, buildings, site improvements, tenant improvements and furniture, fixtures and equipment, while intangible assets include the value of in-place leases, lease origination costs (leasing commissions and tenant improvements), legal and marketing costs and leasehold assets and liabilities (above or below market leases), among others.
Tangible assets include land, buildings, site improvements, tenant improvements and furniture, fixtures and equipment, while intangible lease assets include the value of in-place leases, lease origination costs (leasing commissions and tenant improvements), legal and marketing costs and leasehold assets and liabilities (above or below market leases), among others.
As a result, the Company determined that certain tangible assets (capitalized tenant improvements), intangible assets (leases in place, leasing commissions and legal and marketing costs), and intangible liabilities (below market lease liability) associated with the tenant’s lease should be written off.
As a result, the Company determined that certain tangible assets (capitalized tenant improvements), intangible lease assets (leases in place, leasing commissions and legal and marketing costs), and intangible lease liabilities (below market lease liability) associated with the tenant’s lease should be written off.
Instead, each stockholder that otherwise would have received fractional shares received, in lieu of such fractional shares, cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Shares on Nasdaq on July 2, 2024 (as adjusted for the 2024 Reverse Stock Split).
Instead, each stockholder that otherwise would have received fractional shares received, in lieu of such fractional shares, cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Shares on Nasdaq on July 2, 2024 (as adjusted for the Reverse Stock Split).
Any fractional shares remaining after the Forward Stock Split were retired for cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Shares on Nasdaq on July 2, 2024 (as adjusted for the 2024 Reverse Stock Split).
Any fractional shares remaining after the Forward Stock Split were retired for cash in an amount equal to the applicable fraction multiplied by the closing price of the Common Shares on Nasdaq on July 2, 2024 (as adjusted for the Reverse Stock Split).
All expenses are reimbursed at cost and without markup. ​ Other related parties The Company paid Shockoe Properties, LLC, a subsidiary of Dodson Properties, LLC, (collectively, “Dodson Properties”), an entity in which William R.
All expenses are reimbursed at cost and without a markup. ​ Other Related Parties The Company paid Shockoe Properties, LLC, a subsidiary of Dodson Properties, LLC, (collectively, “Dodson Properties”), an entity in which William R.
Kavanaugh ​ ​ 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 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.
The Company owned 84% of the Shops at Hanover Square North, a 73,440 square foot retail property located in Mechanicsville, Virginia (the “Hanover Square Shopping Center Property”) and the 0.86 acre outparcel (the “Hanover Square Outparcel” and together with the Hanover Square Shopping Century Property, the “Hanover Square Property”) as a tenant in common with a noncontrolling owner, which owned the remaining 16% interest.
The Company previously owned 84% of the Shops at Hanover Square North, a 73,440 square foot retail property located in Mechanicsville, Virginia (the “Hanover Square Shopping Center Property”) and the 0.86 acre outparcel (the “Hanover Square Outparcel” and together with the Hanover Square Shopping Century Property, the “Hanover Square Property”) as a tenant in common with a noncontrolling owner, which owned the remaining 16% interest.
The Company uses independent, third-party consultants to assist management with its ASC 805 evaluations. The Company determines fair value based on accepted valuation methodologies including the cost, market, and income capitalization approaches. The purchase price is allocated to the tangible and intangible assets identified in the evaluation.
The Company uses independent, third-party consultants to assist management with its ASC 805 evaluations. The Company determines fair value based on accepted valuation methodologies including the cost, market, and income capitalization approaches. The purchase price is allocated to the tangible and intangible lease assets identified in the evaluation.
The first category is the allocation of acquisition costs to leasing commissions that is recorded as an intangible asset (see Note 2, above, for a discussion of the Company’s accounting treatment for intangible assets) on the Company’s consolidated balance sheet as of the date of the Company’s acquisition of the investment property.
The first category is the allocation of acquisition costs to leasing commissions that is recorded as an intangible lease asset (see Note 2, above, for a discussion of the Company’s accounting treatment for intangible lease assets) on the Company’s consolidated balance sheet as of the date of the Company’s acquisition of the investment property.
The specific items include employee compensation, depreciation, intangible asset amortization, impairment losses, gains or losses on long-lived assets held for disposal or disposed of, gains and losses on derivative instruments and related hedged items, and various other expenses, gains and losses.
The specific items include employee compensation, depreciation, intangible lease asset amortization, impairment losses, gains or losses on long-lived assets held for disposal or disposed of, gains and losses on derivative instruments and related hedged items, and various other expenses, gains and losses.
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 ​ Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL † 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document † 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document † 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document † 101.LAB ​ Inline XBRL Taxonomy Extension Labels Linkbase Document † 107 Table of Contents 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document † 104 ​ Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) † † 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.
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† ​ Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 101.SCH† ​ Inline XBRL Taxonomy Extension Schema Document 101.CAL† ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF† ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB† ​ Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE† ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104† ​ Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) † 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.
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.
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, Inc.
Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants. Interest Rate Risk ​ As of December 31, 2024, the interest rate environment remains elevated, significantly impacting the Company’s operations.
Additionally, the Company’s retail shopping center properties depend on anchor stores or major tenants to attract shoppers and could be adversely affected by the loss of, or a store closure by, one or more of these tenants. Interest Rate Risk As of December 31, 2025, the interest rate environment remains elevated, significantly impacting the Company’s operations.
The mortgage loan includes covenants for the Company to maintain a net worth of $ 13,250,000 , excluding the assets and liabilities associated with the Franklin Square Property and for the Company to maintain liquid assets of no less than $1,000,000 . As of December 31, 2024 and 2023, the Company believes that it is compliant with these covenants.
The mortgage loan includes covenants for the Company to maintain a net worth of $ 13,250,000 , excluding the assets and liabilities associated with the Franklin Square Property and for the Company to maintain liquid assets of no less than $1,000,000 . As of December 31, 2025 and 2024, the Company believes that it is compliant with these covenants.
The Company owns three flex center properties consisting of (i) Brookfield Center, a 64,880 square foot mixed-use industrial/office property located in Greenville, South Carolina (the “Brookfield Center Property”), (ii) the Greenbrier Business Center, 71 Table of Contents an 89,280 square foot mixed-use industrial/office property located in Chesapeake, Virginia (the “Greenbrier Business Center Property”), and (iii) the Parkway Property, a 64,109 square foot mixed-use industrial office property located in Virginia Beach, Virginia (the "Parkway Property”), in which the Company owns an 82% tenant in common interest with a noncontrolling owner which owns the remaining 18% interest.
The Company owns three flex center properties consisting of (i) Brookfield Center, a 64,880 square foot mixed-use industrial/office property located in Greenville, South Carolina (the “Brookfield Center Property”), (ii) the Greenbrier Business Center, an 89,280 square foot mixed-use industrial/office property located in Chesapeake, Virginia (the “Greenbrier Business Center Property”), and (iii) the Parkway Property, a 64,109 square foot mixed-use industrial office property located in Virginia Beach, Virginia (the "Parkway Property”), in which the Company owns an 82% tenant in common interest with a noncontrolling owner which owns the remaining 18% interest.
For beneficial stockholders, fractional shares resulting from the 2024 Reverse Stock Split were retained and applied to the Forward Stock Split.
For beneficial stockholders, fractional shares resulting from the Reverse Stock Split were retained and applied to the Forward Stock Split.
The Company incurred $44,454 of closing costs which were capitalized and added to the tangible assets acquired. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NCI Interest in ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hanover Square ​ ​ ​ Citibank ​ ​ ​ ​ ​ ​ ​ ​ Outparcel (a) ​ ​ Property ​ ​ ​ Total ​ Fair value of assets acquired: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment property ​ $ 100,891 ​ ​ $ 2,298,373 (a) ​ $ 2,399,264 ​ Lease intangibles ​ ​ — ​ ​ ​ 245,837 (b) ​ ​ 245,837 ​ Below market leases ​ ​ — ​ ​ ​ (99,756) (b) ​ ​ (99,756) ​ Fair value of net assets acquired ​ $ 100,891 ​ ​ $ 2,444,454 (c) ​ $ 2,545,345 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchase consideration: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consideration paid with cash ​ $ 100,891 ​ ​ $ 44,454 (d) ​ $ 145,345 ​ Consideration paid with OP Units ​ — ​ ​ 2,400,000 (e) ​ 2,400,000 ​ Total consideration ​ $ 100,891 ​ ​ $ 2,444,454 (f) ​ $ 2,545,345 ​ ​ ​ NCI Interest in Hanover Square Outparcel ​ a.
The Company incurred $44,454 of closing costs which were capitalized and added to the tangible assets acquired. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NCI Interest in ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hanover Square ​ ​ ​ Citibank ​ ​ ​ ​ ​ ​ ​ ​ Outparcel (a) ​ ​ ​ ​ ​ Property ​ ​ ​ Total ​ Fair value of assets acquired: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Investment property ​ $ 100,891 ​ ​ $ 2,298,373 (a) ​ $ 2,399,264 ​ Lease intangibles ​ ​ — ​ ​ ​ 245,837 (b) ​ ​ 245,837 ​ Below market lease ​ ​ — ​ ​ ​ (99,756) (b) ​ ​ (99,756) ​ Fair value of net assets acquired ​ $ 100,891 ​ ​ $ 2,444,454 (c) ​ $ 2,545,345 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchase consideration: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consideration paid with cash ​ $ 100,891 ​ ​ $ 44,454 (d) ​ $ 145,345 ​ Consideration paid with OP Units ​ — ​ ​ 2,400,000 (e) ​ 2,400,000 ​ Total consideration ​ $ 100,891 ​ ​ $ 2,444,454 (f) ​ $ 2,545,345 ​ F-23 Table of Contents NCI Interest in Hanover Square Outparcel a.
Limited partners in the Operating Partnership who have held their OP Units for one year or longer have the right to redeem their common OP Units for cash or, at the REIT’s option, Common Shares at a ratio of OP Unit for one common share.
Limited partners in the Operating Partnership who have held their OP Units for one year or longer have the right to redeem their common OP Units for cash or, at the Company’s option, Common Shares at a ratio of OP Unit for one common share.
Organization and Basis of Presentation and Consolidation Medalist Diversified Real Estate Investment Trust, Inc. (the “REIT”) is a Maryland corporation formed on September 28, 2015. Beginning with the taxable year ended December 31, 2017, the REIT has elected to be taxed as a real estate investment trust for federal income tax purposes.
Organization and Basis of Presentation and Consolidation Medalist Diversified, Inc. (“Medalist”) is a Maryland corporation formed on September 28, 2015. Beginning with the taxable year ended December 31, 2017, Medalist elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes.
Under this agreement, the Company’s interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%. Effective on July 1, 2023, the interest rate index under the Interest Rate Protection Transaction automatically converted to SOFR. As of December 31, 2024 and 2023, SOFR was 4.33% and 5.35%, respectively.
Under this agreement, the Company’s interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3% . Effective on July 1, 2023, the interest rate index under the Interest Rate Protection Transaction automatically converted to SOFR. As of December 31, 2025 and 2024, SOFR was 3.69% and 4.33% , respectively.
In addition, the Company’s President and Chief Executive Officer elected to accept a portion of his 2025 compensation in the form of OP Units in lieu of cash, and the Compensation Committee approved a grant of 14,537 OP Units in lieu of a portion of his 2025 cash compensation.
In addition, the Company’s President and Chief Executive Officer elected to accept a portion of his 2025 compensation in the form of OP Units in lieu of cash, and the Compensation Committee approved a grant of 14,547 OP Units in lieu of a portion of his 2025 cash compensation.
Restricted cash represents amounts held by the Company for tenant security deposits, escrow deposits held by lenders for real estate taxes and insurance premiums, and capital reserves held by lenders for investment property capital improvements. 76 Table of Contents Tenant security deposits are restricted cash balances held by the Company to offset potential damages, unpaid rent or other unmet conditions of its tenant leases.
Restricted cash represents amounts held by the Company for tenant security deposits, escrow deposits held by lenders for real estate taxes and insurance premiums, and capital reserves held by lenders for investment property capital improvements. Tenant security deposits are restricted cash balances held by the Company to offset potential damages, unpaid rent or other unmet conditions of its tenant leases.
Elliott, one of the owners of the Company’s former Manager, held a 6.32% interest, an annual property 99 Table of Contents management fee of up to 3% of the monthly gross revenues of the Company’s retail center and flex center properties. These fees were paid in arrears on a monthly basis.
Elliott, one of the owners of the Company’s former manager, held a 6.32% interest, an annual property management fee of up to 3% of the monthly gross revenues of the Company’s retail center and flex center properties. These fees were F-39 Table of Contents paid in arrears on a monthly basis.
Under this guidance, the Company records the assets associated with these properties, and any associated mortgages payable, as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year.
Under this guidance, the Company records the assets associated with these properties, and any associated liabilities, as held for sale when management has committed to a plan to sell the assets, actively seeks a buyer for the assets, and the consummation of the sale is considered probable and is expected within one year.
The Company includes these tenant reimbursement revenues on the consolidated statements of operations under the captions "Retail center property revenues”, “Flex center property revenues”, and “Single tenant net lease property revenues.” 77 Table of Contents The Company recognizes lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured.
The Company includes these tenant reimbursement revenues on the consolidated statements of operations under the captions "Retail center property revenues”, “Flex center property revenues”, and “Single tenant net lease property revenues.” F-16 Table of Contents ​ The Company recognizes lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured.
The purchase price for the 16% interest in the Hanover Square Outparcel 85 Table of Contents was $98,411 paid in cash. The Company’s total investment was $100,891. The Company incurred $2,480 of closing costs which were capitalized and added to the tangible assets acquired.
The purchase price for the 16% interest in the Hanover Square Outparcel was $98,411 paid in cash. The Company’s total investment was $100,891. The Company incurred $2,480 of closing costs which were capitalized and added to the tangible assets acquired.
(2) Certain expenses that are not allocated to individual segments which are either reviewed at the corporate level or which are not included in segment-level profitability measures used by the CODM are added to or subtracted from net operating income measure used by the CODM to reconcile this measure to net income (loss) from operations on the Company’s consolidated statement of operations for the years ending December 31, 2024 and 2023.
(2) Certain expenses that are not allocated to individual segments which are either reviewed at the corporate level or which are not included in segment-level profitability measures used by the CODM are added to or subtracted from net operating income measure used by the CODM to reconcile this measure to net (loss) income from operations on the Company’s consolidated statement of operations for the years ended December 31, 2025 and 2024.
(4) Non-mortgage interest expense includes dividends paid and amortization of issuance costs and discounts on the Company’s mandatorily redeemable preferred stock and recorded as interest expense (see note 4, above), amortization of issuance costs related to the Company’s mortgages, and other interest expense, all of which are not allocated to individual segments.
(3) Non-mortgage interest expense includes dividends paid and amortization of issuance costs and discounts on the Company’s mandatorily redeemable preferred stock which are recorded as interest expense (see note 4, above), and other interest expense, all of which are not allocated to individual segments.
Intangible assets (or liabilities) such as above or below-market leases and in-place lease value are recorded at fair value and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying 73 Table of Contents leases.
Intangible lease assets (or liabilities) such as above or below-market leases and in-place lease value are recorded at fair value and are amortized as an adjustment to rental revenue or amortization expense, as appropriate, over the remaining terms of the underlying leases.
The noncontrolling interest ownership percentage will change as additional Common Shares are issued by the REIT, or additional Operating Partnerships Units are issued or as OP Units are exchanged for Common Shares. During periods when the Operating Partnership’s noncontrolling interest changes, the noncontrolling ownership interest is calculated based on the weighted average Operating Partnership noncontrolling ownership interest during that period.
The noncontrolling interest ownership percentage will change as additional Common Shares are issued by Medalist, or additional OP Units are issued or as OP Units are exchanged for Common Shares. During periods when the Operating Partnership’s noncontrolling interest changes, the noncontrolling ownership interest is calculated based on the weighted average Operating Partnership noncontrolling ownership interest during that period.
The Company concludes that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. ​ 82 Table of Contents 3.
The Company concludes that it is probable that the Company will be able to meet its obligations arising within one year of the date of issuance of these consolidated financial statements within the parameters set forth in the accounting guidance. F-19 Table of Contents 3.
The total discount of $400,000 is being amortized over the five-year life of the shares using the effective interest method. Additionally, the Company incurred $739,118 in legal, accounting, other professional fees and underwriting discounts related to this offering.
The total discount of $400,000 was amortized over the five-year life of the shares using the effective interest method. Additionally, the Company incurred $739,118 in legal, accounting, other professional fees and underwriting discounts related to this offering.
The fair value of the Interest Rate Protection Transaction is valued by an independent, third-party consultant which uses observable inputs such as yield curves, volatilities and other current market data, all of which are considered Level 2 inputs.
The fair value of the Interest Rate Swap is valued by an independent, third-party consultant which uses observable inputs such as yield curves, volatilities and other current market data, all of which are considered Level 2 inputs.
The Company includes these reimbursements, along with other revenue derived from late fees and seasonal events, on the consolidated statements of operations under the captions "Retail center property revenues”, “Flex center property revenues,” and “Single tenant net lease property revenues.” (See Recent Accounting Pronouncements, below.) This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors.
The Company includes these reimbursements, along with other revenue derived from late fees and seasonal events, on the consolidated statements of operations under the captions "Retail center property revenues”, “Flex center property revenues,” and “Single tenant net lease property revenues.” This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors.
In accordance with the guidance on derivatives and hedging, the Company records 89 Table of Contents all derivatives on the balance sheet at fair value under other assets. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities.
In accordance with the guidance on derivatives and hedging, the Company records all derivatives on the balance sheet at fair value under other assets. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities.
However, from time to time, the Company may obtain variable-rate mortgage loans and, as a result, may enter into interest rate cap agreements that limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates.
However, from time to time, the Company may obtain variable-rate mortgage loans and, as a result, may enter into interest rate cap agreements that limit the effective borrowing rate of F-37 Table of Contents variable-rate debt obligations while allowing participants to share in downward shifts in interest rates.
Under the Agreement of Limited Partnership, distributions to OP Unit holders are made at the discretion of the REIT. The REIT intends to make distributions in a manner that will result in limited partners of the Operating Partnership receiving distributions at the same rate per OP Unit as dividends per share are paid to the REIT’s holders of Common Shares.
Under the Agreement of Limited Partnership, distributions to OP Unit holders are made at the discretion of the Company. The Company intends to make distributions in a manner that will result in limited partners of the Operating Partnership receiving distributions at the same rate per OP Unit as dividends per share are paid to the Company’s holders of Common Shares.
Management determined that no additional general reserve is considered necessary as of December 31, 2024 and 2023, respectively.
Management determined that no additional general reserve is considered necessary as of December 31, 2025 and 2024, respectively.
The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in the Mid-Atlantic, specifically in South Carolina, North Carolina and Virginia, which represented approximately 99% of the total annualized base revenues of the properties in its portfolio as of December 31, 2024.
The Company’s portfolio of properties is dependent upon regional and local economic conditions and is geographically concentrated in the Mid-Atlantic, specifically in South Carolina, North Carolina and Virginia, which represented approximately 88% of the total annualized base revenues of the properties in its portfolio as of December 31, 2025.
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 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2021). 69 Table of Contents 10.8 ​ Promissory Note, dated as of November 8, 2021, by MDR Franklin Square, LLC for the benefit of DBR Investments Co.
The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings at the property.
The Company calculates the tenant’s share of operating costs by multiplying the total amount of the operating costs allowable under each Tenant’s lease by a fraction, the numerator of which is the total number of square feet being leased by the tenant, and the denominator of which is the average total square footage of all leasable buildings at the property.
These obligations include covenants for the Company to maintain a net worth of $11,400,000 , excluding the liabilities associated with the mortgage loan for the Ashley Plaza Property, and for the Company to maintain liquid assets of no less than $1,140,000 . As of December 31, 2024 and 2023, the Company believes that it is compliant with these covenants.
The mortgage loan includes covenants for the Company to maintain a net worth of $11,400,000 , excluding the liabilities associated with the mortgage loan for the Ashley Plaza Property, and for the Company to maintain liquid assets of no less than $1,140,000 . As of December 31, 2025 and 2024, the Company believes that it is compliant with these covenants.
As of December 31, 2024 and 2023, the Company believes that it is compliant with these covenants.
As of December 31, 2025 and 2024, the Company believes that it is compliant with these covenants.
The Company is currently evaluating these disclosure requirements to determine their impact on its consolidated financial statements. ​ Evaluation of the Company’s Ability to Continue as a Going Concern ​ Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the entity’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the entity to meet its obligations as they come due arising within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the entity will be able to continue as a going concern.
Evaluation of the Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, the Company is required to evaluate, on a quarterly basis, whether or not the entity’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the entity to meet its obligations as they come due arising within one year of the date of the issuance of the Company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the entity will be able to continue as a going concern.
Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. ​ 108 Table of Contents 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: February 27, 2025 By: /s/ Francis P.
Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. ​ 71 Table of Contents 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, INC. ​ ​ ​ Date: March 2, 2026 By: /s/ Francis P.
These obligations include covenants for the Company to maintain a net worth of $4,850,000 , excluding the liabilities associated with the mortgage loan for the Brookfield Property, and for the Company to maintain liquid assets of no less than $485,000 . As of December 31, 2024 and 2023, the Company believes that it is compliant with these covenants.
The mortgage loan includes covenants for the Company to maintain a net worth of $4,850,000 , excluding the liabilities associated with the mortgage loan for the Brookfield Property, and for the Company to maintain liquid assets of no less than $485,000 . As of December 31, 2025 and 2024, the Company believes that it is compliant with these covenants.
As of December 31, 2024 and 2023, the Company reported $1,114,365 and $1,109,782, respectively, in unbilled rent. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses).
As of December 31, 2025 and 2024, the Company reported $1,272,531 and $1,114,365, respectively, in unbilled rent. The Company’s leases generally require the tenant to reimburse the Company for a substantial portion of its expenses incurred in operating, maintaining, repairing, insuring and managing the shopping center and common areas (collectively defined as Common Area Maintenance or “CAM” expenses).
Represents issuance of 208,695 OP Units at $11.50 per Operating Partnership Unit. See Note 7, below. ​ f. Represents the consideration paid for the fair value of the assets and liabilities acquired. ​ ​ 86 Table of Contents 4.
Represents issuance of 208,695 OP Units at $11.50 per Operating Partnership Unit. See Note 7, below. f. Represents the consideration paid for the fair value of the assets and liabilities acquired.
As of December 31, 2024 and 2023 there were 4,820 and 13,346, respectively, OP Units held by noncontrolling, limited partners that were eligible for conversion to Common Shares. 2018 Equity Incentive Plan The Company’s 2018 Equity Incentive Plan (the “Equity Incentive Plan”) was adopted by the Board on July 27, 2018 and approved by the Company’s stockholders on August 23, 2018.
As of December 31, 2025 and 2024 there were 392,865 and 4,820, respectively, OP Units held by noncontrolling, limited partners that were eligible for conversion to Common Shares. 2018 Equity Incentive Plan The Company’s 2018 Equity Incentive Plan (the “Equity Incentive Plan”) was adopted by the Board on July 27, 2018 and approved by the Company’s stockholders on August 23, 2018.
Capitalized leasing commissions The Company carries two categories of capitalized leasing commissions on its consolidated balance sheets.
C apitalized Leasing Commissions The Company carries two categories of capitalized leasing commissions on its consolidated balance sheets.
The CODM primarily evaluates the Company's overall performance and operating segment performance based on net operating income adjusted for interest expense and considers additional metrics such as adjusted funds from operations (“AFFO”).
The CODM primarily evaluates the Company's overall performance and operating segment performance based on net operating income adjusted for interest expense and considers additional metrics such as adjusted funds from operations (“AFFO”). The CODM receives financial information monthly.
The mortgage loan bears interest at a fixed rate of 3.808% and is interest only until January 6, 2025, at which time the monthly payment will become $61,800 , which includes interest and principal based on a thirty-year amortization schedule.
The mortgage loan bears interest at a fixed rate of 3.808% and was interest only until January 6, 2025, at which time the monthly payment became $61,800 , which includes interest and principal based on a thirty-year amortization schedule.
The CODM receives financial information monthly. ​ Pursuant to ASU 2023-07, the Company has identified and disclosed (i) property operating expenses (retail property operating expenses, flex center property operating expenses, and single tenant net lease property operating expenses) and (ii) interest expense as significant expense categories by segment.
Pursuant to ASU 2023-07, the Company has identified and disclosed (i) property operating expenses (retail property operating expenses, flex center property operating expenses, and single tenant net lease property operating expenses) and (ii) interest expense as significant expense categories by segment.
Amortization of the discount and deferred financing costs related to the mandatorily redeemable preferred stock totaling $246,966 and $243,054 was included in interest expense for the years ended December 31, 2024 and 2023, respectively, in the accompany ing consolidated statements of operations.
Amortization of the discount and deferred financing costs related to the mandatorily redeemable preferred stock totaling $ 2,404 and $ 246,966 was included in interest expense for the years ended December 31, 2025 and 2024, respectively, in the accompany ing consolidated statements of operations.
During the years ended December 31, 2024 and 2023, the Company recognized $164,239 and $117,767, respectively, in retail center, flex center property and STNL property tenant reimbursement revenues resulting from differences between the estimated final billed amounts and previously estimated recoveries.
During the years ended December 31, 2025 and 2024, the Company recognized $319,672 and $164,239, respectively, in retail center, flex center property and STNL property tenant reimbursement revenues resulting from differences between the estimated final billed amounts and previously estimated recoveries.
During the years ended December 31, 2024 and 2023, the Company paid Dodson Properties property management fees of $0 and $304,179 , respectively. In addition, pursuant to a separate agreement dated November 1, 2017 between Dodson Properties and Mr. Elliott, Mr.
During the years ended December 31, 2025 and 2024, the Company paid Dodson Properties property management fees of $0 and $161,747 , respectively. In addition, pursuant to a separate agreement dated November 1, 2017 between Dodson Properties and Mr. Elliott, Mr.
(2) Excludes intangible assets and liabilities (see Note 2, above, for a discussion of the Company’s accounting treatment of intangible assets), escrow deposits and property reserves. The Company’s depreciation expense on investment properties was $3,299,199 and $3,683,815 for the years ended December 31, 2024 and 2023, respectively .
(2) Excludes intangible lease assets and liabilities (see Note 2, above, for a discussion of the Company’s accounting treatment of intangible lease assets), escrow deposits and property reserves. The Company’s depreciation expense on investment properties was $2,904,931 and $3,299,199 for the years ended December 31, 2025 and 2024, respectively.
Additionally, effective on January 1, 2020, 5,865 OP Units were issued in exchange for approximately 3.45% of the noncontrolling owner’s tenant in common interest in the Hampton Inn Property, a property that was previously owned by the Company.
Additionally, effective on January 1, 2020, 5,865 OP Units were issued in exchange for approximately 3.45% of the noncontrolling owner’s tenant in common interest in the Hampton Inn Property, a property that was previously owned by the Company. On August 31, 2020, a holder of OP Units converted 332 OP Units into Common Shares.
As of December 31, 2024, the Company held four cash accounts at a single financial institution with combined balances that exceeded the FDIC limit by $3,802,408. As of December 31, 2023, the Company held two cash accounts at a single financial institution with combined balances that exceeded the FDIC limit by $1,366,872.
As of December 31, 2025, the Company held two cash accounts at a single financial institution with combined balances that exceeded the FDIC limit by $1,640,474. As of December 31, 2024, the Company held four cash accounts at a single financial institution with combined balances that exceeded the FDIC limit by $3,802,408.
Their accounts were automatically adjusted to reflect the number of shares owned. ​ Also on July 2, 2024, and immediately following the 2024 Reverse Stock Split, the Company completed a forward stock split of its Common Shares, and a corresponding adjustment to the outstanding common units of the Operating Partnership, at a ratio of 5-for-1 (the “Forward Stock Split” and, together with the 2024 Reverse Stock Split, the “Stock Splits”).
Also on July 2, 2024, and immediately following the Reverse Stock Split, the Company completed a forward stock split of its Common Shares, and a corresponding adjustment to the outstanding common units of the Operating Partnership, at a ratio of 5-for-1 (the “Forward Stock Split” and, together with the Reverse Stock Split, the “Stock Splits”).
During the year ended December 31, 2024, the Company repurchased 2,830 Common Shares at a total cost of $32,467, including $62 in fees associated with this repurchase, and at an average price of $11.45 per Common Share (excluding the impact of fees).
During the year ended December 31, 2024, the Company repurchased 2,830 Common Shares at a total cost of $32,467, including $62 in fees, and at an average price of $11.47 per Common Share (including the impact of fees).
Common Stock Grants Under 2018 Equity Incentive Plan ​ On January 15, 2025, the Company's Compensation Committee approved a grant of 6,234 Common Shares to the Company's six independent directors, a grant of 2,000 Common Shares to two non-executive employees of the Company, a grant of 2,000 Common Shares to the President and Chief Executive Officer of the Company, and a grant of 2,000 Common Shares to the Chief Financial Officer of the Company.
On January 15, 2025, the Company's Compensation Committee approved a grant of 6,234 Common Shares to the Company's six independent directors, a grant of 2,000 Common Shares to two non-executive employees of the Company, a grant of 2,000 Common Shares to the President and Chief Executive Officer of the Company, and a grant of 2,000 Common Shares to the Chief Financial Officer of the Company.
As of the years ended December 31, 2024 and 2023, respectively, 4,820 and 13,346, respectively, OP Units held by noncontrolling, limited partners were eligible to be converted, on a one-to-one basis, into Common Shares.
As of the years ended December 31, 2025 and 2024, respectively 392,865 and 4,820 OP Units, respectively, held by noncontrolling, limited partners that were eligible to be converted, on a one-to-one basis, into Common Shares.
The fair value of the grants was determined by the market price of the Company’s Common Shares on the effective date of the grant. 94 Table of Contents On each January 1 during the term of the Equity Incentive Plan, the maximum number of Common Shares that may be issued under the Equity Incentive Plan will increase by eight percent (8%) of any additional Common Shares or interests in the Operating Partnership issued (i) after the completion date the Company’s initial registered public offering of Common Shares, in the case of the January 1, 2019 adjustment, or (ii) in the preceding calendar year, in the case of any adjustment subsequent to January 1, 2020.
On each January 1 during the term of the Equity Incentive Plan, the maximum number of Common Shares that may be issued under the Equity Incentive Plan will increase by eight percent (8%) of any additional Common Shares or interests in the Operating Partnership issued (i) after the completion date the Company’s initial registered public offering of Common Shares, in the case of the January 1, 2019 adjustment, or (ii) in the preceding calendar year, in the case of any adjustment subsequent to January 1, 2020.
The Operating Partnership’s net income (loss) is allocated to the noncontrolling OP Unit holders based on their ownership interest. During the year ended December 31, 2024, a weighted average of 8.17% of the Operating Partnership’s net income of $3,258,195 , or $266,107 , was allocated to the noncontrolling unit holders.
During the year ended December 31, 2024, a weighted average of 8.17% of the Operating Partnership’s net loss of $3,258,195 , or $266,107 , was allocated to the noncontrolling OP Unit holders.
Income Taxes Beginning with the Company’s taxable year ended December 31, 2017, the REIT has elected to be taxed as a real estate investment trust for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification.
Income Taxes Beginning with the Company’s taxable year ended December 31, 2017, and ending on December 31, 2025, Medalist elected to be taxed as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code and applicable Treasury regulations relating to REIT qualification.
Kavanaugh President, Chief Executive Officer and Chairman of the Board February 27, 2025 Francis P. Kavanaugh (principal executive officer) /s/ C. Brent Winn, Jr. Chief Financial Officer February 27, 2025 C. Brent Winn, Jr. (principal accounting officer and principal financial officer) /s/ Marc Carlson Director February 27, 2025 Marc Carlson /s/ Neil P. Farmer Director February 27, 2025 Neil P.
Kavanaugh President, Chief Executive Officer and Chairman of the Board March 2, 2026 Francis P. Kavanaugh (Principal Executive Officer) /s/ C. Brent Winn, Jr. Chief Financial Officer March 2, 2026 C. Brent Winn, Jr. (Principal Accounting Officer and Principal Financial Officer) /s/ Marc Carlson Director March 2, 2026 Marc Carlson /s/ Neil P. Farmer Director March 2, 2026 Neil P.
As of December 31, 2024 and 2023, the Company reported $245,060 and $260,898, respectively, in security deposits held as restricted cash. Escrow deposits are restricted cash balances held by lenders for real estate taxes and insurance premiums. As of December 31, 2024 and 2023, the Company reported $108,611 and $191,139, respectively, in escrow deposits.
As of December 31, 2025 and 2024, the Company reported $258,899 and $245,060, respectively, in security deposits held as restricted cash. Escrow deposits are restricted cash balances held by lenders for real estate taxes and insurance premiums. As of December 31, 2025 and 2024, the Company reported $139,674 and $108,611, respectively, in escrow deposits.
The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a combined minimum debt yield of 9.5% on the Salisbury Marketplace Property, the Lancer Center Property, the Greenbrier Business Center Property, and the Citibank Property, and the maintenance of liquid assets of not less than $1,500,000 .
The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a combined minimum debt yield of 9.5% on the Secured Properties, and the maintenance of liquid assets of not less than $1,500,000 .
The first noncontrolling interest is in the Hanover Square Property (which consisted of both the Hanover Square Shopping Center and the Hanover Square Outparcel prior to the Company’s acquisition of the noncontrolling owner’s 16% interest) in which the Company owned an 84% tenancy in common interest through its subsidiary and an outside party owned a 16% tenancy in common interest, prior to the Hanover Square Transactions.
Prior to the Hanover Square Transactions, an outside party held a noncontrolling interest in the Hanover Square Property (consisting of both the Hanover Square Shopping Center and the Hanover Square Outparcel) in which the Company owned an 84% tenancy in common interest through its subsidiary and the outside party owned a 16% tenancy in common interest.
Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the reported period.
Use of Estimates The Company has made estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the reported period. The Company’s actual results could differ from these estimates.
The Forward Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company. ​ As a result of the Stock Splits, the number of Common Shares outstanding was reduced from 2,236,631 to 1,118,315 shares as of the Forward Stock Split Effective Time. ​ For stockholders of record, no fractional shares were issued in connection with the 2024 Reverse Stock Split.
The Forward Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company. As a result of the Stock Splits, the number of Common Shares outstanding was reduced from 2,236,631 to 1,118,315 shares as of the Forward Stock Split Effective Time.
The Company accounted for the repayment of the mortgage payable under debt extinguishment accounting in accordance with ASC 470. During the year ended December 31, 2024, the Company recorded a loss on extinguishment of debt of $51,837 consisting of unamortized loan issuance costs.
The Company accounted for the repayment under debt extinguishment accounting in accordance with ASC 470. During the year ended December 31, 2025, the Company recorded a loss on extinguishment of debt of $379,563 consisting of unamortized loan issuance costs.
Operating revenues include rental income, tenant reimbursements, and other property income; and operating expenses include retail center property, flex center property and single tenant net lease property operating costs. Interest expense includes mortgage interest expense, only, and excludes non-mortgage interest expense.
Operating revenues include rental income, tenant reimbursements, and other property income; and operating expenses include retail center property, flex center property and single tenant net lease property operating costs. Interest expense includes mortgage interest expense, only, and excludes non-mortgage interest expense and non-cash interest expense such as amortization of loan issuance costs.
The REIT is the sole general partner of the Operating Partnership and owned a 77.40% and 98.81% interest in the Operating Partnership as of December 31, 2024 and 2023, respectively.
The Company is the sole general partner of the Operating Partnership and owned a 49.98% and 77.40% interest in the Operating Partnership as of December 31, 2025 and 2024, respectively.
A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. As of December 31, 2024 and 2023, the Company’s allowance for uncollectible rent totaled $0 and $13,413, respectively, which are comprised of amounts specifically identified based on management’s review of individual tenants’ outstanding receivables.
A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. As of December 31, 2025 and 2024, the Company’s allowance for uncollectible rent totaled $0, based on management’s review of individual tenants’ outstanding receivables.
However, any such obligations identified in the future would result in the Company recording a liability if the fair value of the obligation can be reasonably estimated.
Currently, the Company does not have any conditional asset retirement obligations. However, any such obligations identified in the future would result in the Company recording a liability if the fair value of the obligation can be reasonably estimated.
The Company’s actual results could differ from these estimates. 78 Table of Contents Noncontrolling Interests The ownership interests not held by the REIT are considered noncontrolling interests. There are three elements of noncontrolling interests in the capital structure of the Company. These noncontrolling interests have been reported in equity on the consolidated balance sheets but separate from the Company’s equity.
Noncontrolling Interests The ownership interests not held by Medalist are considered noncontrolling interests. There are three elements of noncontrolling interests in the capital structure of the Company. These noncontrolling interests have been reported in equity on the consolidated balance sheets but separate from the Company’s equity.
Details of these deferred costs, net of depreciation are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Capitalized tenant improvements – acquisition cost allocation, net ​ $ 1,972,830 ​ $ 2,504,953 Capitalized tenant improvements incurred subsequent to acquisition, net ​ ​ 969,020 ​ ​ 898,873 Capitalized tenant improvements considered to be lease incentives ​ 26,681 ​ — ​ ​ Depreciation of capitalized tenant improvements arising from the acquisition cost allocation was $483,152 and $651,935 for the years ended December 31, 2024 and 2023, respectively.
Details of these deferred costs, net of depreciation are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Capitalized tenant improvements – acquisition cost allocation, net ​ $ 566,382 ​ $ 1,972,830 Capitalized tenant improvements incurred subsequent to acquisition, net ​ ​ 841,079 ​ ​ 969,020 Capitalized tenant improvements considered to be lease incentives ​ — ​ 26,681 ​ ​ ​ ​ ​ ​ ​ ​ Depreciation of capitalized tenant improvements arising from the acquisition cost allocation was $276,885 and $483,152 for the years ended December 31, 2025 and 2024, respectively.
Details of these deferred costs, net of depreciation are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ 2023 Capitalized leasing commissions, net ​ $ 876,908 $ 759,677 ​ During the years ended December 31, 2024 and 2023, the Company recorded $316,878 and $432,613, respectively, in capitalized leasing commissions.
Details of these deferred costs, net of depreciation are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Capitalized leasing commissions, net ​ $ 842,056 ​ ​ ​ $ 876,908 ​ During the years ended December 31, 2025 and 2024, the Company recorded $457,275 and $316,878, respectively, in capitalized leasing commissions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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While we do not intend for these types of Investments to be a primary focus of our company, we may make such Investments in our sole discretion. We expect to lease a significant portion of our real estate to middle-market businesses, which may be more susceptible to adverse market conditions.
While we do not intend for these types of real estate investments to be a primary focus of our company, we may make such real estate investments in our sole discretion. We expect to lease a significant portion of our real estate to middle-market businesses, which may be more susceptible to adverse market conditions.
Market fluctuations in real estate financing may affect the availability and cost of funds needed in the future for Investments. In addition, credit availability has been restricted in the past and may become restricted again in the future.
Market fluctuations in real estate financing may affect the availability and cost of funds needed in the future for real estate investments. In addition, credit availability has been restricted in the past and may become restricted again in the future.
Our board of directors may amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue and may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of any such stock.
Our Board may amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority to issue and may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of any such stock.
We face significant competition with respect to our acquisition and origination of assets from many other companies, including other REITs, insurance companies, private investment funds, hedge funds, specialty finance companies and other investors. Some competitors may have a lower cost of funds and access to funding sources that are not available to us.
We face significant competition with respect to our acquisition of assets from many other companies, including other REITs, insurance companies, private investment funds, hedge funds, specialty finance companies and other investors. Some competitors may have a lower cost of funds and access to funding sources that are not available to us.
Our board of directors has absolute discretion in implementing these policies and strategies, subject to the restrictions on investment objectives and policies set forth in our articles of incorporation. Because you cannot evaluate our investments, an investment in our common stock may entail more risk than other types of companies.
Our Board has absolute discretion in implementing these policies and strategies, subject to the restrictions on investment objectives and policies set forth in our articles of incorporation. Because you cannot evaluate our investments, an investment in our common stock may entail more risk than other types of companies.
If we are unable to re-lease or renew leases for all or substantially all of the spaces at these Investments, if the rental rates upon such renewal or re-leasing are significantly lower than expected, if our reserves for these purposes prove inadequate, or if we are required to make significant renovations or concessions to tenants as part of the renewal or re-leasing process, we will experience a reduction in net income and may be required to reduce or eliminate distributions to our stockholders. ​ 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. ​ Some of our leases are below-market, have long terms, and include unfavorable, below-market renewal options, which may limit our ability to increase rental revenues and enhance the value of our properties.
If we are unable to re-lease or renew leases for all or substantially all of the spaces at these real estate investments, if the rental rates upon such renewal or re-leasing are significantly lower than expected, if our reserves for these purposes prove inadequate, or if we are required to make significant renovations or concessions to tenants as part of the renewal or re-leasing process, we will experience a reduction in net income and may be required to reduce or eliminate distributions to our stockholders. ​ 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. ​ Some of our leases are below-market, have long terms, and include unfavorable, below-market renewal options, which may limit our ability to increase rental revenues and enhance the value of our properties.
Any failure or interruption of our systems, including as a result of cybersecurity threats, could cause delays or other problems, which could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to make distributions to our stockholders. ​ As of December 31, 2024, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
Any failure or interruption of our systems, including as a result of cybersecurity threats, could cause delays or other problems, which could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to make distributions to our stockholders. ​ As of December 31, 2025, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
We cannot provide prospective investors with any specific information as to the identification, location, operating histories, lease terms or other relevant economic and financial data regarding any Investments that we may make in the future.
We cannot provide prospective investors with any specific information as to the types, identification, location, operating histories, lease terms or other relevant economic and financial data regarding any investments that we may make in the future.
Our board of directors 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. Further, we may incur additional indebtedness in the future.
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. Further, we may incur additional indebtedness in the future.
For example, we expect that any new rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors.
For example, we expect that any new rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our Board.
Our board of directors could also authorize the issuance of up to 250,000,000 shares of preferred stock with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock.
Our Board could also authorize the issuance of up to 250,000,000 shares of preferred stock with terms and conditions that could have priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock.
If one or more of our properties incur significant expenses for which we cannot, under the terms of the leases, obtain reimbursement from our tenants, such property, our business, financial condition and results of operations will be adversely affected and the amount of cash available to meet expenses and to make distributions to our stockholders may be reduced. ​ ​ We could be adversely affected by various facts and events related to our Investments over which we have limited or no control.
If one or more of our properties incur significant expenses for which we cannot, under the terms of the leases, obtain reimbursement from our tenants, such property, our business, financial condition and results of operations will be adversely affected and the amount of cash available to meet expenses and to make distributions to our stockholders may be reduced. ​ We could be adversely affected by various facts and events related to our real estate investments over which we have limited or no control.
Under the terms and conditions of the leases expected to be in force on our Investments, tenants are generally expected to be required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the Investments, except for claims arising from the negligence or intentional misconduct of us or our agents.
Under the terms and conditions of the leases expected to be in force on our real estate investments, tenants are generally expected to be required to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, on or off the premises, due to activities conducted on the real estate investments, except for claims arising from the negligence or intentional misconduct of us or our agents.
We have the right, in our sole discretion, to negotiate any debt financing, including obtaining (i) interest-only, (ii) floating rate and/or (iii) short-term loans to acquire Investments. If we obtain floating rate loans, the interest rate would not be fixed but would float with an established index (probably at higher interest rates in the future).
We have the right, in our sole discretion, to negotiate any debt financing, including obtaining (i) interest-only, (ii) floating rate and/or (iii) short-term loans to acquire real estate investments. If we obtain floating rate loans, the interest rate would not be fixed but would float with an established index (probably at higher interest rates in the future).
In such event, we may be required to sell our properties on an all-cash basis, which may make it more difficult to sell the property or reduce the selling price. Lenders may be able to recover against our other Investments under our mortgage loans. In financing our acquisitions, we will seek to obtain secured nonrecourse loans.
In such event, we may be required to sell our properties on an all-cash basis, which may make it more difficult to sell the property or reduce the selling price. Lenders may be able to recover against our other real estate investments under our mortgage loans. In financing our acquisitions, we will seek to obtain secured nonrecourse loans.
We could be adversely affected by various facts and events over which we have limited or no control, such as (i) oversupply of space and changes in market rental rates; (ii) economic or physical decline of the areas where the Investments are located; and (iii) deterioration of the physical condition of our Investments.
We could be adversely affected by various facts and events over which we have limited or no control, such as (i) oversupply of space and changes in market rental rates; (ii) economic or physical decline of the areas where the real estate investments are located; and (iii) deterioration of the physical condition of our real estate investments.
In addition, although our leases will generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we 14 Table of Contents nonetheless would be subject to strict liability by virtue of our ownership interest for environmental liabilities created by such tenants, and we cannot ensure the stockholders that any tenants we might have would satisfy their indemnification obligations under the applicable sales agreement or lease.
In addition, although our leases will generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant’s activities on the property, we nonetheless would be subject to strict liability by virtue of our ownership interest for environmental liabilities created by such tenants, and we cannot ensure the stockholders that any tenants we might have would satisfy their indemnification obligations under the applicable sales agreement or lease.
The process of 12 Table of Contents designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
The process 28 Table of Contents of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
We are subject to risks that upon expiration or earlier termination of the leases for space located at our Investments the space may not be re-leased or, if re-leased, the terms of the renewal or re-leasing (including the costs of required renovations or concessions to tenants) may be less favorable than current lease terms.
We are subject to risks that upon expiration or earlier termination of the leases for space located at our real estate investments the space may not be re-leased or, if re-leased, the terms of the renewal or re-leasing (including the costs of required renovations or concessions to tenants) may be less favorable than current lease terms.
In addition, lease-up of the unoccupied space may be achievable only at rental rates less than those we anticipate. We could be exposed to environmental liabilities with respect to Investments to which we take title. In the course of our business, and taking title to properties, we could be subject to environmental liabilities with respect to such properties.
In addition, lease-up of the unoccupied space may be achievable only at rental rates less than those we anticipate. We could be exposed to environmental liabilities with respect to real estate investments to which we take title. In the course of our business, and taking title to properties, we could be subject to environmental liabilities with respect to such properties.
However, only recourse financing may be available, in which event, in addition to the Investment securing the loan, the lender would have the ability to look to our other assets for satisfaction of the debt if the proceeds from the sale or other disposition of the Investment securing the loan are insufficient to fully repay it.
However, only recourse financing may be available, in which event, in addition to the real estate investment securing the loan, the lender would have the ability to look to our other assets for satisfaction of the debt if the proceeds from the sale or other disposition of the real estate investment securing the loan are insufficient to fully repay it.
Accordingly, our ability to acquire properties or to make capital improvements to or remodel properties will depend on our ability to obtain debt or equity financing from third parties or the sellers of properties. If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties.
Our ability to acquire properties or to make capital improvements to or remodel properties may depend on our ability to obtain debt or equity financing from third parties or the sellers of properties. If mortgage debt is unavailable at reasonable rates, we may not be able to finance the purchase of properties.
Such unexpected reimbursement payments could materially adversely affect our financial condition and results of operations. An uninsured loss or a loss that exceeds the policies on our Investments could subject us to lost capital or revenue on those properties.
Such unexpected reimbursement payments could materially adversely affect our financial condition and results of operations. 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.
Part of our investment strategy may involve entering into derivative or hedging contracts that could require us to fund cash payments in the future under certain circumstances, such as the early termination of the derivative agreement caused by an event of default or other 25 Table of Contents early termination event, or the decision by a counterparty to request margin securities it is contractually owed under the terms of the derivative contract.
Part of our investment strategy may involve entering into derivative or hedging contracts that could require us to fund cash payments in the future under certain circumstances, such as the early termination of the derivative agreement caused by an event of default or other early termination event, or the decision by a counterparty to request margin securities it is contractually owed under the terms of the derivative contract.
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and file periodic reports (Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), proxy statements and other information with the Securities and Exchange Commission.
We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and file periodic reports (Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K), proxy statements and other information with the Securities and Exchange Commission.
Our operating results may be adversely affected by market and economic challenges, which may negatively affect our returns and profitability and, as a result, our ability to make distributions to our stockholders or to realize appreciation in the value of our Investments.
Our operating results may be adversely affected by market and economic challenges, which may negatively affect our returns and profitability and, as a result, our ability to make distributions to our stockholders or to realize appreciation in the value of our real estate investments.
If any of these events occurs, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to you and may hinder our ability to raise capital by issuing more stock or borrowing more money.
If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to you and may hinder our ability to raise capital by issuing more stock or borrowing more money.
Negative market conditions or adverse events affecting our existing or potential tenants, or the industries in which they operate, could have an adverse impact on our ability to attract new tenants, re-lease space, collect rent or renew leases, any of which could adversely affect our financial condition. 17 Table of Contents We may be required to reimburse tenants for overpayments of estimated operating expenses.
Negative market conditions or adverse events affecting our existing or potential tenants, or the industries in which they operate, could have an adverse impact on our ability to attract new tenants, re-lease space, collect rent or renew leases, any of which could adversely affect our financial condition. We may be required to reimburse tenants for overpayments of estimated operating expenses.
There can be no assurance that the Investments will be substantially occupied at projected rents. We will anticipate a minimum occupancy rate for each Investment, but there can be no assurance that the Investments will maintain the minimum occupancy rate or meet our anticipated lease-up schedule.
There can be no assurance that the real estate investments will be substantially occupied at projected rents. We will anticipate a minimum occupancy rate for each Investment, but there can be no assurance that the real estate investments will maintain the minimum occupancy rate or meet our anticipated lease-up schedule.
No assurance can be given that future cash flow of a particular Investment will be sufficient to make the debt service payments on any borrowed funds for that Investment and also cover operating expenses.
No assurance can be given that future cash flow of a particular real estate investment will be sufficient to make the debt service payments on any borrowed funds for that real estate investment and also cover operating expenses.
If the Investment’s revenues are insufficient to pay debt service and operating expenses, we would be required to use net income from other Investments, working capital or reserves, or seek additional funds.
If the real estate investment’s revenues are insufficient to pay debt service and operating expenses, we would be required to use net income from other real estate investments, working capital or reserves, or seek additional funds.
Adverse conditions (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) in the areas where our Investments are located and/or concentrated, and local real estate conditions (such as oversupply of, or reduced demand for, office, industrial, retail or multifamily properties) may have an adverse effect on the value of our Investments.
Adverse conditions (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) in the areas where our real estate investments are located and/or concentrated, and local real estate conditions (such as oversupply of, or 18 Table of Contents reduced demand for, office, industrial, retail or multifamily properties) may have an adverse effect on the value of our real estate investments.
If a lease is rejected by a tenant in bankruptcy, we would have only a 16 Table of Contents general unsecured claim for damages. Any unsecured claim we hold against a bankrupt entity may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.
If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any unsecured claim we hold against a bankrupt entity may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.
As a result of the use of leverage, a decrease in revenues of a leveraged Investment may materially and adversely affect that Investment’s cash flow and, in turn, our ability to make distributions.
As a result of the use of leverage, a decrease in revenues of a leveraged real estate investment may materially and adversely affect that real estate investment’s cash flow and, in turn, our ability to make distributions.
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 Investments.
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.
These market and economic challenges include, but are not limited to, the following: · any future downturn in the U.S. economy and the related reduction in spending, reduced home prices and high unemployment could result in tenant defaults under leases, vacancies at our office, industrial, retail or multifamily properties, and concessions or reduced rental rates under new leases due to reduced demand; · the rate of household formation or population growth in our target markets or a continued or exacerbated economic slow-down experienced by the local economies where our properties are located or by the real estate industry generally may result in changes in supply of or demand for apartment units in our target markets; and 15 Table of Contents · the failure of the real estate market to attract the same level of capital investment in the future that it attracts at the time of our purchases or a reduction in the number of companies seeking to acquire properties may result in the value of our investments not appreciating or decreasing significantly below the amount we pay for these investments.
These market and economic challenges include, but are not limited to, the following: · any future downturn in the U.S. economy and the related reduction in spending, reduced home prices and high unemployment could result in tenant defaults under leases, vacancies at our office, industrial, retail or multifamily properties, and concessions or reduced rental rates under new leases due to reduced demand; · the rate of household formation or population growth in our target markets or a continued or exacerbated economic slow-down experienced by the local economies where our properties are located or by the real estate industry generally may result in changes in supply of or demand for apartment units in our target markets; and · the failure of the real estate market to attract the same level of capital investment in the future that it attracts at the time of our purchases or a reduction in the number of companies seeking to acquire properties may result in the value of our investments not appreciating or decreasing significantly below the amount we pay for these investments. ​ The length and severity of any economic slow-down or downturn cannot be predicted.
Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
Such laws often impose liability whether or not the owner or operator 17 Table of Contents knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures.
After the interest-only period, we will be required either to make scheduled payments of amortized principal and interest or to make a lump-sum or “balloon” payment at maturity. These required principal or balloon payments will increase the amount of our scheduled payments and may increase our risk of default under the related mortgage loan.
After the interest-only period, we will be required either to make scheduled payments of amortized principal and interest or to 24 Table of Contents make a lump-sum or “balloon” payment at maturity. These required principal or balloon payments will increase the amount of our scheduled payments and may increase our risk of default under the related mortgage loan.
If the Investments do not generate the anticipated amount of cash flow, we may not be able to pay the anticipated distributions to our stockholders without making such distributions from reserves.
If our real estate investments do not generate the anticipated amount of cash flow, we may not be able to pay the anticipated distributions to our stockholders without making such distributions from reserves.
Broad market and industry factors may seriously affect the market price of our common stock regardless of our actual operating performance. Following periods of such volatility in the market price of a company’s securities, securities class action 28 Table of Contents litigation has often been brought against that company.
Broad market and industry factors may seriously affect the market price of our common stock regardless of our actual operating performance. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company.
Economic slowdowns of large economies outside the United States are likely to negatively impact growth of the U.S. economy. Political uncertainties both home and abroad may discourage business investment in real estate and other capital spending.
Economic slowdowns of large economies outside the United States are likely to negatively impact growth of the U.S. economy. Political uncertainties both home and abroad may discourage business investment in real estate and other 34 Table of Contents capital spending.
A lender to an Investment will likely have numerous other rights, which may include the right to approve any change in the property manager for a particular Investment. Availability of financing and market conditions will affect the success of our company .
A lender to a real estate investment will likely have numerous other rights, which may include the right to approve any change in the property manager for a particular real estate investment. Availability of financing and market conditions will affect the success of our company .
We may change our investment and operational policies without stockholder consent.
We may change our investment strategy and operational policies without stockholder consent.
In addition, the delisting of our common stock could significantly impair our ability to raise capital. 29 Table of Contents If 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.
In addition, the delisting of our common stock could significantly impair our ability to raise capital. If 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.
We may not be able to re-lease or renew leases at the Investments held by us on terms favorable to us or at all.
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.
We may recover substantially less than the full value of any unsecured claims, which would harm our financial condition. Lease defaults or terminations or landlord-tenant disputes may adversely reduce our income from our leased property portfolio.
We may recover substantially less than the full value of any unsecured claims, which would harm our financial condition. Lease defaults or terminations or landlord-tenant disputes may adversely reduce our income from leased properties.
These interest rate caps are derivative instruments designated as cash 26 Table of Contents flow hedges on the forecasted interest payments on the debt obligation. Our objective in using interest rate caps is to limit our exposure to interest rate movements. We may use floating rate, interest-only or short-term loans to acquire Investments .
These interest rate caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. Our objective in using interest rate caps is to limit our exposure to interest rate movements. 25 Table of Contents We may use floating rate, interest-only or short-term loans to acquire real estate investments .
This summary does not address all of the risks that we face and is qualified in its entirety by reference to the more detailed descriptions included in Part I, Item 1A “— Risk Factors”.
This summary does not address all of the risks that we face and is qualified in its entirety by reference to the more detailed descriptions included in Part I, Item 1A “Risk Factors”.
Our board of directors 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. ​ We intend over time to make regular quarterly distributions to holders of shares of our common stock.
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. ​ We intend over time to make regular quarterly distributions to holders of shares of our common stock.
However, a Phase I environmental site assessment generally does not involve invasive testing, but instead is limited to a physical walk through or inspection of an Investment and a review of governmental records.
However, a Phase I environmental site assessment generally does not involve invasive testing but instead is limited to a physical walk through or inspection of a real estate investment and a review of governmental records.
We may be adversely affected by unfavorable economic changes in the specific geographic areas where our Investments are concentrated.
We may be adversely affected by unfavorable economic changes in the specific geographic areas where our real estate investments are concentrated.
Additionally, tenants are generally expected to be required, at the tenants’ expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies.
Additionally, tenants are generally expected to be required, at the tenants’ expense, to obtain 20 Table of Contents and keep in full force during the term of the lease, liability and property damage insurance policies.
There can be no assurance that additional funds will be available, if needed, or, if such funds are available, that they will be available on terms acceptable to us. Leveraging an Investment allows a lender to foreclose on that Investment .
There can be no assurance that additional funds will be available, if needed, or, if such funds are available, that they will be available on terms acceptable to us. Leveraging a real estate investment allows a lender to foreclose on that real estate investment .
It is expected that we will maintain or cause to be maintained insurance against certain liabilities and other losses for an Investment, but the insurance obtained may not cover all amounts or types of loss.
It is expected that we will maintain or cause to be maintained insurance against certain liabilities and other losses for a real estate investment, but the insurance obtained may not cover all amounts or types of loss.
We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively.
We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any 26 Table of Contents amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively.
However, we bear all expenses incurred by our operations, and the funds generated by operations, after deducting these expenses, may not be sufficient to cover desired levels of distributions to stockholders. In addition, our board of directors, in its discretion, may retain any portion of such cash in excess of our REIT taxable income for working capital.
However, we bear all expenses incurred by our operations, and the funds generated by operations, after deducting these expenses, may not be sufficient to cover desired levels of distributions to stockholders. In addition, our Board, in its discretion, may retain any portion of such cash for working capital.
The terms of any debt financing for an Investment are expected to prohibit the transfer or further encumbrance of that Investment or any interest in that Investment except with the lender’s prior consent, which consent each lender is expected to be able to withhold.
The terms of any debt financing for a real estate investment are expected to prohibit the transfer or further encumbrance of that real estate investment or any interest in that real estate investment except with the lender’s prior consent, which consent each lender is expected to be able to withhold.
Also, in order to facilitate the sale of an Investment, we may allow the buyer to purchase the Investment subject to an existing loan whereby we remain responsible for the debt.
Also, in order to facilitate the sale of a real estate investment, we may allow the buyer to purchase the real estate investment subject to an existing loan whereby we remain responsible for the debt.
Risks Related to the Ownership of Our Common Stock Future 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.
Risks Related to our Public Company Status and Ownership of our Common Stock ​ Future 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.
Any increase in property taxes on our properties could have a material adverse effect on our revenues and results of operations. If our operating partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and suffer other adverse consequences.
Any increase in property taxes on our properties could have a material adverse effect on our revenues and results of operations. ​ If 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.
If the tenants in an Investment do not renew or extend their leases or if tenants terminate their leases, the operating results of the Investment could be substantially and adversely affected by the loss of revenue and possible increase in operating expenses not reimbursed by the tenants.
If the tenants in a real estate investment do not renew or extend their leases or if tenants terminate their leases, the operating results of the real estate investment could be substantially and adversely affected by the loss of revenue and possible increase in operating expenses not reimbursed by the tenants.
These policies may include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the properties and all of their appurtenant areas. To the extent that losses are uninsured or underinsured, we could be subject to lost capital and revenue on those Investments. Acquired Investments may not meet projected occupancy .
These policies may include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the properties and all of their appurtenant areas. To the extent that losses are uninsured or underinsured, we could be subject to lost capital and revenue on those real estate investments.
If we were to raise additional capital through the issuance of equity securities, we could dilute the interests of holders of shares of our common stock.
If we were to raise additional capital through the issuance of equity securities, we could dilute the interests of holders of shares of our 15 Table of Contents common stock.
The length and severity of any economic slow-down or downturn cannot be predicted. Our operations and, as a result, our ability to make distributions to our stockholders and/or our ability to realize appreciation in the value of our properties could be materially and adversely affected to the extent that an economic slow-down or downturn is prolonged or becomes severe.
Our operations and, as a result, our ability to make distributions to our stockholders and/or our ability to realize appreciation in the value of our properties could be materially and adversely affected to the extent that an economic slow-down or downturn is prolonged or becomes severe.
Any of these situations may result in extended periods where there is a significant decline in revenues or no revenues generated by an Investment.
Any of these situations may result in extended periods where there is a significant decline in revenues or no revenues generated by a real estate investment.
The relative illiquidity of the Investments may prevent or substantially impair our ability to dispose of an Investment at times when it may be otherwise advantageous for us to do so.
The relative illiquidity of the real estate investments may prevent or substantially impair our ability to dispose of a real estate investment at times when it may be otherwise advantageous for us to do so.
If the IRS were successful in treating our operating partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT.
If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely fail to qualify as a REIT for those taxable years where we elected to be taxed as a REIT.
We are permitted to acquire real properties and other real estate-related investments, including entity acquisitions, by assuming either existing financing secured by the asset or by borrowing new funds.
We may acquire real properties and other real estate-related investments, including entity acquisitions, by assuming either existing financing secured by the asset or by borrowing new funds.
Such indebtedness could also have other important consequences to holders of the notes and holders of our common stock, including subjecting us to covenants restricting our operating flexibility, increasing our vulnerability to general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future 9 Table of Contents working capital, capital expenditures and other general corporate requirements, requiring the use of a portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements, and limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
Such indebtedness could also have other important consequences to holders of the notes and holders of our common stock, including subjecting us to covenants restricting our operating flexibility, increasing our vulnerability to general adverse economic and industry conditions, limiting our ability to obtain additional financing to fund future working capital, capital expenditures and other general corporate requirements, requiring the use of a portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements, and limiting our flexibility in planning for, or reacting to, changes in our business and our industry. ​ The market for real estate investments for our DST Program is highly competitive .
Negative posts or communications about us on a social networking website could damage our reputation. Further, employees or others may disclose non-public information regarding us or our business or otherwise make negative comments regarding us on social networking or other websites, which could adversely affect our business and results of operations.
Further, employees or others may disclose non-public information regarding us or our business or otherwise make negative comments regarding us on social networking or other websites, which could adversely affect our business and results of operations.
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. In obtaining certain nonrecourse loans, we may provide standard carve-out guaranties.
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. In obtaining certain nonrecourse loans, including for loans encumbered by properties held through our DST Program, we may provide standard carve-out guaranties.
If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources. ​ We 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.
However, from time to time, we may obtain variable-rate mortgage loans and, as a result, may enter into interest rate cap agreements that limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates.
To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we may obtain variable-rate mortgage loans and, as a result, may enter into interest rate cap agreements that limit the effective borrowing rate of variable-rate debt obligations while allowing participants to share in downward shifts in interest rates.
High levels of debt or increases in interest rates could increase the amount of our loan payments, which could reduce the cash available for distribution to stockholders. Our policies do not limit us from incurring debt.
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. Our policies do not limit us from incurring debt.
While we have identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could result in material changes to our financial condition and results of operations. We utilize, and intend to continue to utilize, leverage, which may limit our financial flexibility in the future.
While we have identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could result in material changes to our financial condition and results of operations.
It may also result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms.
Competition may limit the number of suitable investment opportunities offered to us. It may also result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms.
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. Our ability to make acquisitions and lease properties will depend, in large part, upon our ability to raise additional capital.
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. Our ability to make acquisitions for our DST Program will depend, in large part, upon our ability to raise additional capital.
Some of the factors that may cause the market price of our common stock to fluctuate include: · regulatory or legal developments; · the recruitment or departure of key personnel; · the level of expenses related to our business or to comply with changing laws, including in relation to environmental laws; · actual or anticipated changes in estimates as to financial results or recommendations by securities analysts; · announcement or expectation of additional financing efforts; · sales of our common stock by us, our insiders, or other shareholders; · variations in our financial results or those of companies that are perceived to be similar to us; · changes in estimates or recommendations by securities analysts, if any, that cover our stock; and · general economic, industry, and market conditions.
Some of the factors that may cause the market price of our common stock to fluctuate include: ​ ​ ​ ​ · regulatory or legal developments; ​ · the recruitment or departure of key personnel; ​ · the level of expenses related to our business or to comply with changing laws, including in relation to environmental laws; ​ · actual or anticipated changes in estimates as to financial results or recommendations by securities analysts; ​ · announcement or expectation of additional financing efforts; ​ · sales of our common stock by us, our insiders, or other stockholders; ​ · variations in our financial results or those of companies that are perceived to be similar to us; ​ · changes in estimates or recommendations by securities analysts, if any, that cover our stock; and ​ · general economic, industry, and market conditions. ​ In recent years, the stock market has experienced significant price and volume fluctuations and depressions that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations.
Thus, we may, in the course of our activities, incur losses due to these risks. 10 Table of Contents We 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.
We 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.
Likewise, while triple-net leases will generally reduce our exposure to rising property expenses resulting from inflation, substantial inflationary pressures and increased costs may have an adverse impact on our tenants, which may adversely affect the ability of our tenants to pay rent. Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Likewise, while triple-net leases will generally reduce our exposure to rising property expenses resulting from inflation, substantial inflationary pressures and increased costs may have an adverse impact on our tenants, which may adversely affect the ability of our tenants to pay rent.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our management, represented by our Chief Financial Officer, Brent Winn, leads our cybersecurity risk assessment and management processes and oversees their implementation and maintenance. Mr. Winn is an experienced compliance and risk management professional and has served as Chief Financial Officer since September 2020. Mr.
Our management, represented by our Chief Financial Officer , Brent Winn, leads our cybersecurity risk assessment and management processes and oversees their implementation and maintenance. Mr. Winn is an experienced compliance and risk management professional and has served as Chief Financial Officer since 2020. Mr.
This approach is designed to mitigate risks related to data breach or other security incidents originating from third-party service providers. ​ 30 Table of Contents As of December 31, 2024, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.
This approach is designed to mitigate risks related to data breach or other security incidents originating from third-party service providers. ​ As of December 31, 2025, we are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition but we cannot provide assurance that they will not be materially affected in the future by 35 Table of Contents such risks or any future material incidents.

Item 2. Properties

Properties — owned and leased real estate

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(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2024 rent. Parkway Property On November 1, 2021, we acquired an undivided 82% tenant in common interest in the Parkway Property from Continental Parkway, LLC, a Virginia limited liability company and unaffiliated seller.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2025 rent. Parkway Property On November 1, 2021, we acquired an undivided 82% tenant in common interest in the Parkway Property from Continental Parkway, LLC, a Virginia limited liability company and unaffiliated seller.
The building is concrete slab on grade with tilt-up precast concrete wall panels with steel columns and beams and an open web joist roof structure. The parking area comprises approximately 24 spaces. As of December 31, 2024, the Citibank Property was 100% leased to Citibank, N.A. a national banking association.
The building is concrete slab on grade with tilt-up precast concrete wall panels with steel columns and beams and an open web joist roof structure. The parking area comprises approximately 24 spaces. As of December 31, 2025, the Citibank Property was 100% leased to Citibank, N.A. a national banking association.
Parking consists of approximately 481 spaces. 32 Table of Contents As of December 31, 2024, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Ashley Home Store Retail 17,920 11.5 % $ 169,344 8/31/2028 8/31/2033 8/31/2038 8/31/2043 8/31/2048 Harbor Freight Tools Retail 21,416 13.7 % $ 159,840 2/28/2029 2/28/2034 2/28/2039 Hobby Lobby Retail 50,000 32.0 % $ 259,375 3/31/2029 3/31/2034 3/31/2039 3/31/2044 Planet Fitness Fitness 20,131 12.9 % $ 181,179 4/30/2030 4/30/2033 4/30/2038 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Occupancy Rate 100.0 % 98.0 % 100.0 % 100.0 % 98.0 % ​ Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Average Effective Annual Rent Per Square Foot (1) ​ $ 7.90 ​ $ 7.94 ​ $ 7.73 ​ $ 7.08 ​ $ 6.94 ​ (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements.
Parking consists of approximately 481 spaces. 37 Table of Contents As of December 31, 2025, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2025 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Ashley Home Store Retail 17,920 11.5 % $ 169,344 8/31/2028 8/31/2033 8/31/2038 8/31/2043 8/31/2048 Harbor Freight Tools Retail 21,416 13.7 % $ 159,840 2/28/2034 2/28/2039 Hobby Lobby Retail 50,000 32.0 % $ 259,375 3/31/2029 3/31/2034 3/31/2039 3/31/2044 Planet Fitness Fitness 20,131 12.9 % $ 181,179 4/30/2030 4/30/2033 4/30/2038 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Occupancy Rate 99.0 % 100.0 % 98.0 % 100.0 % 100.0 % ​ Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Average Effective Annual Rent Per Square Foot (1) ​ $ 8.55 ​ $ 7.90 ​ $ 7.94 ​ $ 7.73 ​ $ 7.08 (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements.
As of December 31, 2024, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Ashley Furniture Retail 34,682 25.8 % $ 277,456 12/31/2025 12/31/2030 12/31/2035 Altitude Trampoline Park Entertainment 30,000 22.3 % 282,500 7/31/2029 7/31/2034 7/31/2039 7/31/2044 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Occupancy Rate 100.0 % 98.6 % 93.2 % 81.2 % 82.3 % ​ Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 2022 2021 2020 Average Effective Annual Rent Per Square Foot (1) ​ $ 14.71 ​ $ 13.27 ​ $ 12.09 ​ $ 11.72 ​ $ 12.67 (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
As of December 31, 2025, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2025 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Ashley Furniture Retail 34,682 25.8 % $ 277,456 12/31/2030 12/31/2035 Altitude Trampoline Park Entertainment 30,000 22.3 % 300,000 7/31/2029 7/31/2034 7/31/2039 7/31/2044 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 ​ ​ ​ Occupancy Rate 98.7 % 100.0 % 98.6 % 93.2 % 81.2 % ​ Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Average Effective Annual Rent Per Square Foot (1) ​ $ 14.67 ​ $ 14.71 ​ $ 13.27 ​ $ 12.09 ​ $ 11.72 (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
Greenbrier Business Center Property On August 27, 2021, we purchased from Medalist Fund II-B, LLC, a Virginia limited liability company, which was also managed by the Manager, the Greenbrier Business Center Property, located at 1244 Executive Boulevard, Chesapeake, Virginia, 23320, for $7,250,000.
Greenbrier Business Center Property On August 27, 2021, we purchased from Medalist Fund II-B, LLC, a Virginia limited liability company, which was also managed by our former manager, the Greenbrier Business Center Property, located at 1244 Executive Boulevard, Chesapeake, Virginia, 23320, for $7,250,000.
The Parkway Property is comprised of two flex warehouse buildings totaling approximately 64,109 square feet and is located on 4.39 acres of land at 2697 International Parkway, Virginia Beach, 39 Table of Contents Virginia, 23452. The contract purchase price for the Parkway Property was $7,300,000.
The Parkway Property is comprised of two flex warehouse buildings totaling approximately 64,109 square feet and is located on 4.39 acres of land at 2697 International Parkway, Virginia Beach, Virginia, 23452. The contract purchase price for the Parkway Property was $7,300,000.
Franklin Square Property On April 28, 2017, we purchased from Medalist Fund I, LLC, a Virginia limited liability company, which was also managed by the Manager, the Franklin Square Property through a wholly-owned subsidiary. The purchase price for the Franklin Square Property was $20,500,000 paid through a combination of cash and assumed, secured debt, or the Original Franklin Square Loan.
Franklin Square Property On April 28, 2017, we purchased from Medalist Fund I, LLC, a Virginia limited liability company, which was managed by our former manager, the Franklin Square Property through a wholly-owned subsidiary. The purchase price for the Franklin Square Property was $20,500,000 paid through a combination of cash and assumed, secured debt, or the Original Franklin Square Loan.
The Initial Greenbrier Business Center Loan would have matured on July 1, 2026. On June 13, 2022, we repaid the Initial Greenbrier Business Center Loan using proceeds from the Wells Fargo Mortgage Facility (see below). 38 Table of Contents The Greenbrier Business Center Property consists of three (3) one-story flex warehouse buildings totaling approximately 89,280 square feet of rentable area.
The Initial Greenbrier Business Center Loan would have matured on July 1, 2026. On June 13, 2022, we repaid the Initial Greenbrier Business Center Loan using proceeds from the Wells Fargo Mortgage Facility (see below). The Greenbrier Business Center Property consists of three (3) one-story flex warehouse buildings totaling approximately 89,280 square feet of rentable area.
Among other approvals, under the Parkway TIC Agreement, the consent of both tenants in common is required to approve (i) any lease, sublease, deed restriction, or grant of easement of/on all or any portion of the Parkway Property, (ii) any sale or exchange of the Parkway Property, or (iii) any indebtedness or loan, and any negotiation or refinancing thereof, secured by a lien on the Parkway Property.
Among other approvals, under the Parkway TIC Agreement, the consent of both tenants in common is required to approve (i) any lease, sublease, deed restriction, or grant of easement of/on all or any portion of the Parkway Property, (ii) any sale or exchange of the Parkway Property, or (iii) any indebtedness or loan, and any negotiation 43 Table of Contents or refinancing thereof, secured by a lien on the Parkway Property.
As of December 31, 2024, the T-Mobile Property was 100% leased to T-Mobile, a national cellular service retailer and provider. The effective annual rent per square foot in 2024 was $35.00.
As of December 31, 2025, the T-Mobile Property was 100% leased to T-Mobile, a national cellular service retailer and provider. The effective annual rent per square foot in 2025 was $35.00.
The proceeds from this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property. The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50% for a five-year term.
The proceeds from this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property. The Wells Fargo Mortgage Facility bears interest 46 Table of Contents at a fixed rate of 4.50% for a five-year term.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2024 rent.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2025 rent.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2024 rent.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2025 rent.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2024 rent.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2025 rent.
Under the terms of the mortgage, the interest rate payable each month may not change by greater than 1% during any six-month period and 2% during any 12-month period. As of December 31, 2024 and 2023 the rate in effect for the Parkway Property Loan was 6.92% and 7.05%, respectively.
Under the terms of the mortgage, the interest rate payable each month may not change by greater than 1% during any six-month period and 2% during any 12-month period. As of December 31, 2025 and 2024 the rate in effect for the Parkway Property Loan was 6.24% and 6.92%, respectively.
The Ashley Plaza Property was built in 1977, fully renovated in 2018, was 100% leased as of December 31, 2024, and is anchored by Hobby Lobby, Harbor Freight, Ashley Home Store and Planet Fitness.
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.
Central Avenue, Chicago, Illinois 60634, built in 1954 and renovated in 1995, that is 100% leased as of December 31, 2024 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, 2024, 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, 2024, formerly reported as part of the Ashley Plaza Property, that is occupied by T-Mobile. ​ 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.
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.
Our company acquired an 82% interest in the Parkway Property, and PMI Parkway, LLC owns the remaining 18% interest. The Parkway Property was built in 1984, was 100% leased as of December 31, 2024, and is anchored by First Onsite and GBRS Group.
Our company acquired an 82% interest in the Parkway Property, and PMI Parkway, LLC owns the remaining 18% interest. The Parkway Property was built in 1984, was 97.3% leased as of December 31, 2025, and is anchored by First Onsite and GBRS Group.
The Parkway Property Loan matures on October 31, 2031. ​ We entered into an Interest Rate Protection Transaction to limit our exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property. Under this agreement, our interest rate exposure is capped at 5.25% if USD 1-Month ICE LIBOR exceeds 3%.
The Parkway Property Loan matures on October 31, 2031. ​ We entered into an Interest Rate Protection Transaction to limit our exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property. Under this agreement, our interest rate exposure is capped at 5.25% if SOFR exceeds 3%.
The purchase price was $2,400,000, exclusive of closing costs, paid with a combination of (i) 208,695 units in Medalist Diversified Holdings, LP (the “Operating Partnership”) (such units, the “OP Units”), valued at approximately $11.50 per OP Unit; and (ii) $15,209 in cash on hand to cover the seller’s transaction costs (such as title/escrow fees, transfer taxes, legals fees, etc.).
The purchase price was $2,400,000, exclusive of closing costs, paid with a combination of (i) 208,695 OP Units, valued at approximately $11.50 per OP Unit; and (ii) $15,209 in cash on hand to cover the seller’s transaction costs (such as title/escrow fees, transfer taxes, legals fees, etc.).
The effective annual rent per square foot in 2024 was $17.66. T-Mobile Property On August 30, 2019, we purchased from RCG-Goldsboro, LLC, a Georgia limited liability company and unaffiliated seller, Ashley Plaza, as discussed above. Included in this purchase was a 3,000 square foot building leased to T-Mobile and located on an outparcel consisting of 0.78 acres of land.
T-Mobile Property On August 30, 2019, we purchased from RCG-Goldsboro, LLC, a Georgia limited liability company and unaffiliated seller, Ashley Plaza, as discussed above. Included in this purchase was a 3,000 square foot building leased to T-Mobile and located on an outparcel consisting of 0.78 acres of land.
As of December 31, 2024, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annualized Rent ​ Expiration ​ Options First Onsite Construction 7,760 12.1 % $ 75,194 7/31/2028 None GBRS Group Consulting 16,386 25.6 % $ 160,900 8/31/2025 8/31/2030 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Occupancy Rate (1) ​ 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % ​ (1) Occupancy rates for 2020 are derived from data from the prior owner. 40 Table of Contents Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ 2021 2020 Average Effective Annual Rent Per Square Foot (1) ​ $ 9.36 ​ $ 8.31 ​ $ 9.40 ​ $ 10.12 ​ $ 8.22 ​ (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
As of December 31, 2025, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2025 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options First Onsite Construction 7,760 12.1 % $ 75,194 8/31/2028 None GBRS Group Consulting 16,386 25.6 % $ 160,900 9/30/2028 9/30/2030 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Occupancy Rate ​ 97.3 % 100.0 % 100.0 % 100.0 % 100.0 % Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ 2022 ​ ​ ​ 2021 Average Effective Annual Rent Per Square Foot (1) ​ $ 9.48 ​ $ 9.36 ​ $ 8.31 ​ $ 9.40 ​ $ 10.12 (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
As of December 31, 2024 and 2023, SOFR was 4.33% and 5.35%, respectively. ​ In connection with our acquisition of the Parkway Property, we, through a subsidiary, entered into the Tenants in Common Agreement with PMI Parkway, LLC, or the Parkway TIC Agreement.
As of December 31, 2025 and 2024, SOFR was 3.69% and 4.33%, respectively. ​ In connection with our acquisition of the Parkway Property, we, through a subsidiary, entered into the Tenants in Common Agreement with PMI Parkway, LLC, or the Parkway TIC Agreement.
Big Lots’ rent is current through February 28, 2025.) The purchase price and closing costs for the Lancer Center Property were financed with $3,783,515 in equity and net mortgage loan proceeds of $6,421,870 from a senior mortgage loan, in the original principal amount of $6,565,000, or the Initial Lancer Center Loan.
The purchase price and closing costs for the Lancer Center Property were financed with $3,783,515 in equity and net mortgage loan proceeds of $6,421,870 from a senior mortgage loan, in the original principal amount of $6,565,000, or the Initial Lancer Center Loan.
The Greenbrier Business Center was built in 1987, was 94.8% leased as of December 31, 2024 and is anchored by Bridge Church. The purchase price and closing costs were financed with $3,097,162 in equity and the assumption of a secured mortgage loan, net, of $4,481,600, or the Initial Greenbrier Business Center Loan.
The Greenbrier Business Center was built in 1987, was 97.9% leased as of December 31, 2025 and is anchored by Bridge Church, TK Elevator and Mechanical Source Solutions. The purchase price and closing costs were financed with $3,097,162 in equity and the assumption of a secured mortgage loan, net, of $4,481,600, or the Initial Greenbrier Business Center Loan.
As of December 31, 2024, we had the following reportable segments: (i) retail center properties, consisting of the Franklin Square Property, the Ashley Plaza Property, the Lancer Center Property and the Salisbury Marketplace Property; (ii) flex center properties, consisting of the Brookfield Center Property, the Greenbrier Business Center Property and an undivided 82% tenant in common interest in the Parkway Property; and (iii) STNL properties, consisting of the Citibank Property, the East Coast Wings Property and the T-Mobile Property. ​ ​ ​ ​ ​ Name Type Description 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 100% leased as of December 31, 2024, 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 100% leased as of December 31, 2024 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 80.2% leased as of December 31, 2024, and is anchored by KJ’s Market and Big Lots. ​ ​ ​ ​ ​ Salisbury Marketplace Property ​ Retail ​ 79,732 square foot retail property located at 2106 Statesville Boulevard, Salisbury, North Carolina 28147, built in 1987, that is 88.3% leased as of December 31, 2024 and is anchored by Food Lion, CitiTrends and Family Dollar. ​ ​ ​ ​ ​ 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, 2024, and is anchored by Gravitopia Trampoline Park, S&ME, Inc., and Turning Point Greenville Church. 31 Table of Contents ​ ​ ​ ​ ​ 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 94.8% leased as of December 31, 2024 and is anchored by Bridge Church. ​ ​ ​ ​ ​ 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 100% leased as of December 31, 2024 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.
As of December 31, 2025, we had the following reportable segments: (i) retail center properties, consisting of the Franklin Square Property, the Ashley Plaza Property , and the Lancer Center Property; (ii) flex center properties, consisting of the Brookfield Center Property, the Greenbrier Business Center Property and an undivided 82% tenant in common interest in the Parkway Property; and (iii) STNL properties, consisting of the Citibank Property, the East Coast Wings Property, the T-Mobile Property, and the Tesla Pensacola Property. ​ ​ ​ ​ ​ Name ​ ​ ​ Type ​ ​ ​ Description 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. 36 Table of Contents ​ ​ ​ ​ ​ Citibank Property ​ Single Tenant Net Lease ​ 4,350 square foot retail bank property located at 3535 N.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 2030 2031 2032 2033 ​ 2034 Leases Expiring ​ 1 ​ ​ — ​ ​ 2 ​ ​ 3 ​ ​ 1 ​ ​ 2 ​ ​ 1 ​ ​ 1 ​ ​ 1 ​ ​ 1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ — ​ ​ — ​ ​ 2,975 ​ ​ 35,870 ​ ​ 50,000 ​ ​ 24,131 ​ ​ 6,564 ​ ​ 3,656 ​ ​ 11,400 ​ ​ 21,416 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 13,000 ​ $ — ​ $ 75,664 ​ $ 348,827 ​ $ 262,500 ​ $ 228,179 ​ $ 122,747 ​ $ 41,100 ​ $ 147,675 ​ $ 167,832 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 1.1 % ​ — % ​ 6.1 % ​ 28.3 % ​ 21.3 % ​ 18.5 % ​ 10.0 % ​ 3.3 % ​ 12.0 % ​ 13.6 % ​ ​ (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ 2031 ​ ​ ​ 2032 ​ ​ ​ 2033 ​ ​ ​ 2034 ​ 2035 Leases Expiring ​ 1 ​ ​ 1 ​ ​ 3 ​ ​ 1 ​ ​ 3 ​ ​ 1 ​ ​ 1 ​ ​ 1 ​ ​ 1 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ — ​ ​ 1,400 ​ ​ 35,870 ​ ​ 50,000 ​ ​ 24,131 ​ ​ 6,564 ​ ​ 3,656 ​ ​ 11,400 ​ ​ 21,416 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 1,200 ​ $ 40,575 ​ $ 348,827 ​ $ 262,500 ​ $ 246,179 ​ $ 122,747 ​ $ 42,333 ​ $ 147,675 ​ $ 167,832 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 0.1 % ​ 3.0 % ​ 26.1 % ​ 19.7 % ​ 18.5 % ​ 9.2 % ​ 3.2 % ​ 11.1 % ​ 12.6 % ​ — % (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
The Brookfield Center Property was built in 2007, was 100% leased as of December 31, 2024, and is anchored by the Gravitopia Trampoline Park, S&ME, Inc., and Turning Point Greenville Church.
The Brookfield Center Property was built in 2007, was 100% leased as of December 31, 2025, and is anchored by the Gravitopia Trampoline Park, S&ME, Inc., and ATS Kids.
The Franklin Square Loan requires monthly interest-only payments during the first three years of the term. For the remainder of the term, the Franklin Square Loan requires monthly payments of $61,800, which includes principal on a 30-year amortization schedule, and interest.
The Franklin Square Loan matures on December 6, 2031 and bears interest at a fixed rate of 3.808%. The Franklin Square Loan requires monthly interest-only payments during the first three years of the term. For the remainder of the term, the Franklin Square Loan requires monthly payments of $61,800, which includes principal on a 30-year amortization schedule, and interest.
The average annual rent per square foot is based on rents from the prior owner for period from January, 2021 through October, 2021 and on rents from our ownership period from November, 2021 through December, 2021.
For the year ended December 31, 2021, we owned the Parkway Property for two months. The average annual rent per square foot is based on rents from the prior owner for period from January, 2021 through October, 2021 and on rents from our ownership period from November, 2021 through December, 2021.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2024 rent. 34 Table of Contents Lancer Center Property On May 14, 2021, we purchased from BVC Lancer, LLC, a South Carolina limited liability company and unaffiliated seller, Lancer Center, a 181,590 square foot retail property located at 1256 SC-9 By Pass West, Lancaster, South Carolina, 29720, or the Lancer Center Property, for $10,100,000 exclusive of closing costs and a $200,000 credit to us for major repairs.
Lancer Center Property 39 Table of Contents On May 14, 2021, we purchased from BVC Lancer, LLC, a South Carolina limited liability company and unaffiliated seller, Lancer Center, a 181,590 square foot retail property located at 1256 SC-9 By Pass West, Lancaster, South Carolina, 29720, or the Lancer Center Property, for $10,100,000 exclusive of closing costs and a $200,000 credit to us for major repairs.
The average annual rent per square foot is based on rents from the prior owner for period from January, 2021 through August, 2021 and on rents from our ownership period from September, 2021 through December, 2021.
For the year ended December 31, 2021, we owned Greenbrier Business Center for four months. The average annual rent per square foot is based on rents from the prior owner for period from January 2021 through August 2021 and on rents from our ownership period from September 2021 through December 2021.
ITEM 2. PROPERTIES We establish operating segments at the property level and aggregate individual properties into reportable segments based on product types in which we have Investments.
ITEM 2. PROPERTIES For the year ended December 31, 2025, we established operating segments at the property level and aggregate individual properties into reportable segments based on product types in which we have real estate investments.
Parking is available for approximately 273 automobiles on asphalt-paved parking areas, including 12 ADA accessible spaces. 37 Table of Contents As of December 31, 2024, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Turning Point Greenville Church (1) Religious 9,000 13.9 % $ 104,741 2/28/2025 None S&ME Engineering 8,582 13.2 % $ 106,202 10/31/2027 10/31/2030 Gravitopia Entertainment 35,160 54.2 % $ 289,260 4/30/2026 4/30/2031 ​ ​ (1) Turning Point Greenville Church has notified us that it is dissolving and will vacate its space on February 28, 2025, in advance of its lease expiration date of September 30, 2025. ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 2022 2021 2020 Occupancy Rate 100.0 % 100.0 % 100.0 % 100.0 % 93.8 % ​ ​ Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 2022 2021 2020 Average Effective Annual Rent Per Square Foot (1) ​ $ 9.73 ​ $ 9.41 ​ $ 9.30 ​ $ 8.38 ​ $ 8.33 ​ (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements. ​ Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 ​ 2029 2030 2031 2032 2033 2034 ​ Leases Expiring ​ 1 ​ ​ 2 ​ ​ 2 ​ ​ — ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 9,000 ​ ​ 39,208 ​ ​ 12,628 ​ ​ — ​ ​ 4,046 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 106,612 ​ $ 344,365 ​ $ 178,545 ​ $ — ​ $ 45,223 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 16.9 % ​ 54.6 % ​ 28.3 % ​ — % ​ 7.2 % ​ — % — % — % — % ​ — % ​ (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
As of December 31, 2025, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2025 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options ATS Kids Therapy 9,000 13.9 % $ 154,980 9/30/2032 None S&ME Engineering 8,582 13.2 % $ 106,202 10/31/2027 10/31/2030 Gravitopia Entertainment 35,160 54.2 % $ 289,260 4/30/2031 None ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 ​ ​ ​ Occupancy Rate 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % ​ Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Average Effective Annual Rent Per Square Foot (1) ​ $ 9.08 ​ $ 9.73 ​ $ 9.41 ​ $ 9.30 ​ $ 8.38 (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements. ​ 41 Table of Contents Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ 2030 ​ ​ ​ 2031 ​ ​ ​ 2032 ​ ​ ​ 2033 ​ ​ ​ 2034 ​ ​ ​ 2035 ​ Leases Expiring ​ 1 ​ ​ 2 ​ ​ — ​ ​ 1 ​ ​ — ​ ​ 1 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 4,046 ​ ​ 12,628 ​ ​ — ​ ​ 4,046 ​ ​ — ​ ​ 35,162 ​ ​ 9,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 47,379 ​ $ 178,545 ​ $ — ​ $ 45,223 ​ $ — ​ $ 327,897 ​ $ 154,980 ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 8.0 % ​ 30.3 % ​ — % ​ 7.7 % ​ — % ​ 55.6 % 26.3 % — % — % ​ — % (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
The roof is a combination of (i) a flat, mechanically fastened, single ply thermoplastic membrane system and (ii) a flat, built-up roofing with granular surface modified bitumen cap sheet system. The parking area is comprised of approximately 624 spaces.
The building superstructure utilizes concrete masonry unit load bearing walls and a metal deck roof on open web steel trusses. The roof is a combination of (i) a flat, mechanically fastened, single ply thermoplastic membrane system and (ii) a flat, built-up roofing with granular surface modified bitumen cap sheet system. The parking area is comprised of approximately 624 spaces.
The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a minimum debt yield of 9.5% on the Salisbury Marketplace, Lancer Center and Greenbrier Business Center properties, and the maintenance of liquid assets of not less than $1,500,000. ​
The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a minimum debt yield of 9.5% on the Salisbury Marketplace, Lancer Center and Greenbrier Business Center properties, and the maintenance of liquid assets of not less than $1,500,000. ​ On October 23, 2025, we sold the Salisbury Marketplace Property and used $5,145,479 of the net proceeds of the sale to reduce the principal balance of the Wells Fargo Mortgage Facility in exchange for Wells Fargo releasing its security interest in the Salisbury Marketplace Property. ​
(2) The East Cost Wings and T-Mobile Properties were previously reported as part of the Ashley Plaza Property. ​ 42 Table of Contents Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ 2021 2020 Citibank Property ​ $ 15.23 (1) $ 30.31 (2) $ 29.72 (2) $ 29.14 (2) $ 28.57 (2) East Coast Wings Property (3) ​ ​ 17.66 ​ ​ 17.31 ​ ​ 16.97 ​ ​ 16.64 ​ ​ 16.31 ​ T-Mobile Property (3) ​ ​ 35.00 ​ ​ 35.00 ​ ​ 35.00 ​ ​ 37.92 ​ ​ 40.00 ​ ​ (1) 2024 rent for the Citibank property reflects six months of free rent.
Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ 2022 ​ ​ ​ 2021 Citibank Property ​ $ 31.07 ​ $ 15.23 (1) $ 30.31 (2) $ 29.72 (2) $ 29.14 (2) East Coast Wings Property (3) ​ ​ 18.01 ​ ​ 17.66 ​ ​ 17.31 ​ ​ 16.97 ​ ​ 16.64 ​ T-Mobile Property (3) ​ ​ 35.00 ​ ​ 35.00 ​ ​ 35.00 ​ ​ 35.00 ​ ​ 37.92 ​ Tesla Pensacola (4) ​ ​ 19.68 ​ ​ NA ​ ​ NA ​ ​ NA ​ ​ NA ​ ​ (1) 2024 rent for the Citibank property reflects six months of free rent.
The average annual rent per square foot is based on rents from the prior owner for period from January, 2022 through June, 2022 and on rents from our ownership period from July, 2022 through December, 2022.
For the year ended December 31, 2021, we owned Lancer Center for seven months. The average annual rent per square foot is based on rents from the prior owner for the period from January, 2021 through May, 2021 and on rents from our ownership period from June, 2021 through December, 2021.
The building superstructure consists of concrete tilt-up panels with steel columns and steel stud infill walls. The roof is flat and consists of a single ply TPO membrane.
The building superstructure consists of concrete tilt-up panels with steel columns and steel stud infill walls. The roof is flat and consists of a single ply TPO membrane. Parking is available for approximately 273 automobiles on asphalt-paved parking areas, including 12 ADA accessible spaces.
(2) The East Cost Wings and T-Mobile Properties were previously reported as part of the Ashley Plaza Property. ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Citibank Property (1) ​ 100 % 100 % 100 % 100 % 100 % East Coast Wings Property (2) ​ 100 % 100 % 100 % 100 % 100 % T-Mobile Property (2) ​ 100 % 100 % 100 % 100 % 100 % ​ (1) The Citibank Property was acquired on March 28, 2024.
Annualized rent for the Tesla Pensacola Property is $894,487. ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Citibank Property (1) ​ 100 % 100 % 100 % 100 % 100 % East Coast Wings Property (2) ​ 100 % 100 % 100 % 100 % 100 % T-Mobile Property (2) ​ 100 % 100 % 100 % 100 % 100 % Tesla Pensacola (3) ​ 100 % NA ​ NA ​ NA ​ NA ​ ​ (1) The Citibank Property was acquired on March 28, 2024.
On November 8, 2021, we refinanced the Original Franklin Square Loan with a new mortgage loan in the principal amount of $13,250,000 (the “Franklin Square Loan”) and cash of $2,292,273. The Franklin Square Loan matures on December 6, 2031 and bears interest at a fixed rate of 3.808%.
The Original Franklin Square Loan was made on February 10, 2016 in the principal amount of $14,275,000 and assumed by 38 Table of Contents us at acquisition. On November 8, 2021, we refinanced the Original Franklin Square Loan with a new mortgage loan in the principal amount of $13,250,000 (the “Franklin Square Loan”) and cash of $2,292,273.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Leases Expiring ​ 6 ​ ​ 7 ​ ​ 2 ​ ​ 2 ​ ​ 1 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 33,269 ​ ​ 30,363 ​ ​ 5,011 ​ ​ 6,968 ​ ​ 1,893 ​ ​ 7,178 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 295,150 ​ $ 330,151 ​ $ 65,708 ​ $ 84,948 ​ $ 41,825 ​ $ 68,105 ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 35.8 % ​ 40.0 % ​ 8.0 % ​ 10.3 % ​ 5.1 % ​ 8.3 % ​ — % ​ — % — % — % ​ (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ 2031 ​ ​ ​ 2032 ​ ​ ​ 2033 ​ ​ ​ 2034 ​ ​ ​ 2035 Leases Expiring ​ 6 ​ ​ 3 ​ ​ 4 ​ ​ — ​ ​ 3 ​ ​ 1 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 27,544 ​ ​ 8,716 ​ ​ 20,581 ​ ​ — ​ ​ 25,877 ​ ​ 1,893 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 300,052 ​ $ 111,502 ​ $ 211,862 ​ $ — ​ $ 286,851 ​ $ 41,825 ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 34.0 % ​ 12.7 % ​ 24.0 % ​ — % ​ 32.5 % ​ 4.7 % ​ — % ​ — % — % — % (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
East Coast Wings Property On August 30, 2019, we purchased from RCG-Goldsboro, LLC, a Georgia limited liability company and unaffiliated seller, Ashley Plaza, as discussed above. Included in this purchase was a 5,000 square foot building leased to East Coast Wings and located 41 Table of Contents on an outparcel consisting of 0.89 acres of land.
Included in this purchase was a 5,000 square foot building leased to East Coast Wings and located on an outparcel consisting of 0.89 acres of land. In prior periods, the East Coast Wings Property was included in the disclosures for the Ashley Plaza Property.
The East Coast Wings Property consists of a single, 5,000 square foot block and frame building. The parking area comprises approximately 46 spaces. As of December 31, 2024, the East Coast Wings Property was 100% leased to East Coast Wings, a casual dining restaurant featuring a variety of wings and American dishes.
As of December 31, 2025, the East Coast Wings Property was 100% leased to East Coast Wings, a casual dining restaurant featuring a variety of wings and American dishes. The effective annual rent per square foot in 2025 was $18.01.
(2) The Citibank Property was acquired on March 28, 2024. Average rent for the periods prior to our acquisition is based on data from the previous owners.
(2) The Citibank Property was acquired on March 28, 2024. Average rent for the periods prior to our acquisition is based on data from the previous owners. (3) The East Cost Wings and T-Mobile Properties were previously reported as part of the Ashley Plaza Property. (4) The Tesla Pensacola Property was acquired on July 18, 2025.
The average annual rent per square foot is based on rents from the prior owner for the period from January, 2021 through May, 2021 and on rents from our ownership period from June, 2021 through December, 2021. 35 Table of Contents Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Leases Expiring ​ 4 ​ ​ 3 ​ ​ 3 ​ ​ 3 ​ ​ 2 ​ ​ — ​ ​ 1 ​ ​ — ​ ​ — ​ ​ 2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 40,200 ​ ​ 24,300 ​ ​ 4,700 ​ ​ 16,580 ​ ​ 10,329 ​ ​ — ​ ​ 6,300 ​ ​ — ​ ​ — ​ ​ 43,257 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 235,491 ​ $ 164,679 ​ $ 71,344 ​ $ 117,776 ​ $ 115,406 ​ $ — ​ $ 97,776 ​ $ — ​ $ — ​ $ 254,714 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 21.8 % ​ 15.2 % ​ 6.6 % ​ 10.9 % ​ 10.7 % ​ — % ​ 9.0 % ​ — % — % 23.5 % ​ (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ 2031 ​ ​ ​ 2032 ​ ​ ​ 2033 ​ ​ ​ 2034 ​ ​ ​ 2035 Leases Expiring ​ 4 ​ ​ 3 ​ ​ 3 ​ ​ 2 ​ ​ 2 ​ ​ 2 ​ ​ — ​ ​ — ​ ​ 2 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 8,440 ​ ​ 4,700 ​ ​ 16,580 ​ ​ 10,329 ​ ​ 4,600 ​ ​ 23,660 ​ ​ — ​ ​ — ​ ​ 43,305 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 93,984 ​ $ 76,573 ​ $ 117,776 ​ $ 115,406 ​ $ 89,330 ​ $ 198,464 ​ $ — ​ $ — ​ $ 254,714 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 9.1 % ​ 7.4 % ​ 11.4 % ​ 11.1 % ​ 8.6 % ​ 19.2 % ​ — % ​ — % 24.6 % — % (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months. 40 Table of Contents (2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2025 rent.
The Lancer Center Property consists of a single-story, main retail strip building constructed in 1987. The building is concrete slab on grade with perimeter and interior footings under load-bearing structures. The building superstructure utilizes concrete masonry unit load bearing walls and a metal deck roof on open web steel trusses.
On June 13, 2022, we repaid the Initial Lancer Center Loan using proceeds from the Wells Fargo Mortgage Facility (see below). The Lancer Center Property consists of a single-story, main retail strip building constructed in 1987. The building is concrete slab on grade with perimeter and interior footings under load-bearing structures.
Single Tenant Net Lease Properties As of December 31, 2024, our STNL property tenants consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Citibank (1) Financial Services 4,350 100.0 % $ 66,257 ​ 6/30/2031 ​ 6/30/2036 6/30/2041 6/30/2046 East Coast Wings (2) Restaurant 5,000 100.0 % $ 88,292 5/31/2032 None T-Mobile (2) Cellular Communications 3,000 100.0 % $ 105,000 7/31/2026 7/31/2031 ​ (1) 2024 rent for the Citibank property reflects six months of free rent.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2025 rent. 44 Table of Contents Single Tenant Net Lease Properties As of December 31, 2025, our STNL property tenants consisted of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2025 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Citibank Financial Services 4,350 100.0 % $ 135,165 ​ 6/30/2031 ​ 6/30/2036 6/30/2041 6/30/2046 East Coast Wings (1) Restaurant 5,000 100.0 % $ 90,050 5/31/2032 None T-Mobile (1) Cellular Communications 3,000 100.0 % $ 105,000 7/31/2026 7/31/2031 Tesla Pensacola ​ Electric Automobile Manufacturer and Services 45,461 100.0 % $ 406,366 (2) 5/31/2037 5/31/2042 5/31/2047 5/31/2052 ​ (1) The East Cost Wings and T-Mobile Properties were previously reported as part of the Ashley Plaza Property.
In prior periods, the East Coast Wings Property was included in the disclosures for the Ashley Plaza Property. However, with our addition of STNL properties to our investment strategy during 2024, the East Coast Wings Property will be disclosed separately from the Ashley Plaza Property.
However, with our addition of STNL properties to our investment strategy during 2024, the East Coast Wings Property will be disclosed separately from the Ashley Plaza Property. The East Coast Wings Property consists of a single, 5,000 square foot block and frame building. The parking area comprises approximately 46 spaces.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 ​ Leases Expiring ​ ​ 1 ​ ​ 2 ​ ​ 2 ​ ​ — ​ ​ 3 ​ ​ 2 ​ ​ — ​ ​ 1 ​ ​ 1 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 1,200 ​ ​ 4,700 ​ ​ 14,000 ​ ​ — ​ ​ 3,450 ​ ​ 3,550 ​ ​ — ​ ​ 31,762 ​ ​ 8,470 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 15,255 ​ $ 73,797 ​ $ 126,945 ​ $ — ​ $ 65,478 ​ $ 63,932 ​ $ — ​ $ 324,096 ​ $ 93,382 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 2.0 % ​ 9.8 % ​ 16.9 % ​ — % ​ 8.7 % ​ 8.5 % ​ — % ​ 43.0 % ​ 12.4 % ​ — % ​ (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ 2031 ​ ​ ​ 2032 ​ ​ ​ 2033 ​ ​ ​ 2034 ​ ​ ​ 2035 ​ Leases Expiring ​ ​ 4 ​ ​ 5 ​ ​ 4 ​ ​ 3 ​ ​ 2 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 10,248 ​ ​ 9,648 ​ ​ 30,532 ​ ​ 8,715 ​ ​ 3,263 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 102,143 ​ $ 102,686 ​ $ 337,014 ​ $ 101,370 ​ $ 38,013 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 17 % ​ 17 % ​ 55 % ​ 17 % ​ 6 % ​ — % ​ — % ​ — % ​ — % ​ — % (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 2026 2027 2028 2029 2030 2031 2032 2033 ​ 2034 ​ Leases Expiring ​ 5 ​ ​ 2 ​ ​ 4 ​ ​ 1 ​ ​ 6 ​ ​ — ​ ​ — ​ ​ 2 ​ ​ 1 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 44,472 ​ ​ 5,260 ​ ​ 13,296 ​ ​ 4,823 ​ ​ 42,056 ​ ​ — ​ ​ — ​ ​ 14,512 ​ ​ 5,295 ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 505,493 ​ $ 126,544 ​ $ 356,168 ​ $ 121,710 ​ $ 613,448 ​ $ — ​ $ — ​ $ 230,825 ​ $ 78,913 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 25.6 % ​ 6.4 % ​ 18.0 % ​ 6.2 % ​ 31.1 % ​ — % ​ — % ​ 11.7 % ​ 4.0 % ​ — % (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
Lease expirations in the next 10 years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ 2031 ​ ​ ​ 2032 ​ ​ ​ 2033 ​ ​ ​ 2034 ​ 2035 ​ Leases Expiring ​ 2 ​ ​ 3 ​ ​ 2 ​ ​ 5 ​ ​ 4 ​ ​ — ​ ​ 3 ​ ​ 1 ​ ​ — ​ ​ 1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square Footage ​ 4,260 ​ ​ 10,381 ​ ​ 5,823 ​ ​ 39,564 ​ ​ 42,696 ​ ​ — ​ ​ 17,004 ​ ​ 5,295 ​ ​ — ​ ​ 4,525 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent (1) ​ $ 100,506 ​ $ 272,945 ​ $ 150,692 ​ $ 546,014 ​ $ 503,515 ​ $ — ​ $ 312,920 ​ $ 87,368 ​ $ — ​ $ 125,931 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Aggregate Annual Rent (2) ​ 5.1 % ​ 13.9 % ​ 7.6 % ​ 27.7 % ​ 25.6 % ​ — % ​ 15.9 % ​ 4.4 % ​ — % ​ 6.4 % (1) Annual rent is determined by multiplying the monthly rent in effect at the time of the lease expiration by 12 months.
The Lancer Center Property was built in 1987, was 80.2% leased as of December 31, 2024, and is anchored by KJ’s Market and Big Lots. (While the Big Lots lease is currently in effect, Big Lots has declared bankruptcy and is in the process of transferring the lease to a successor tenant.
The Lancer Center Property was built in 1987, was 61.5% leased as of December 31, 2025, and is anchored by Big Lots and Citi Trends.
After the discontinuation of the London Interbank Offered Rate (“LIBOR”) on June 30, 2023, the ICE LIBOR index was replaced by the CME Term Secured Overnight Financing Rate Index (“SOFR”), with an adjusted margin of 236.44 basis points.
The variable interest rate for the mortgage loan for the Parkway Property is based on the CME Term Secured Overnight Financing Rate Index (“SOFR”), with an adjusted margin of 236.44 basis points.
Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Average Effective Annual Rent Per Square Foot (1) ​ $ 5.96 ​ $ 5.84 ​ $ 5.61 ​ $ 5.52 ​ $ 5.55 ​ (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
As of December 31, 2025, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2025 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Big Lots Retail 28,527 15.6 % $ 128,334 2/28/2034 2/28/2039 2/28/2044 Citi Trends ​ Retail ​ 17,360 ​ 11.9 % ​ 92,008 ​ 1/31/2031 1/31/2036 1/31/2041 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 ​ Occupancy Rate ​ ​ ​ 61.5 % 80.2 % 100.0 % 100.0 % 100.0 % Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Average Effective Annual Rent Per Square Foot (1) ​ $ 5.70 ​ $ 5.96 ​ $ 5.84 ​ $ 5.61 ​ $ 5.52 (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
As of December 31, 2024, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Bridge Church Religious 10,913 12.2 % $ 81,450 10/31/2025 None ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Occupancy Rate 94.8 % 95.1 % 79.9 % 86.8 % 91.4 % ​ (1) Occupancy rates for 2020 are derived from data from the prior owner.
There can be no assurance that the transaction will close. ​ As of December 31, 2025, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2025 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Bridge Church Religious 10,913 12.5 % $ 97,398 1/31/2028 None TK Elevator ​ Construction ​ 9,926 ​ 11.4 % ​ 94,178 ​ 2/28/2030 ​ None Mechanical Source Solutions ​ Construction ​ 9,478 ​ 10.8 % ​ 121,640 ​ 10/31/2030 ​ None ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Occupancy Rate 97.9 % 94.8 % 95.1 % 79.9 % 86.8 % 42 Table of Contents Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Average Effective Annual Rent Per Square Foot (1) ​ $ 9.87 ​ $ 9.23 ​ $ 7.96 ​ $ 6.92 ​ $ 6.65 (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
The Franklin Square Property, built in 2006 and 2007, was 100% leased as of December 31, 2024, is anchored by Ashley Furniture, and Altitude Trampoline Park, and is located in Gastonia, North Carolina. 33 Table of Contents The Original Franklin Square Loan was made on February 10, 2016 in the principal amount of $14,275,000 and assumed by us at acquisition.
Our total investment, including acquisition and closing costs, escrows and lease reserves was approximately $22,054,071. The Franklin Square Property, built in 2006 and 2007, was 98.7% leased as of December 31, 2025, is anchored by Ashley Furniture, and Altitude Trampoline Park, and is located in Gastonia, North Carolina.
(3) The East Cost Wings and T-Mobile Properties were previously reported as part of the Ashley Plaza Property. ​ Wells Fargo Mortgage Facility ​ On June 13, 2022, we entered into a mortgage loan facility with Wells Fargo Bank in the principal amount of $18,609,500.
As of December 31, 2025, the Tesla Pensacola Property was 100% leased to Tesla, an electric automobile manufacturer and servicer. The effective annual rent per square foot in 2025 was $19.68. Wells Fargo Mortgage Facility ​ On June 13, 2022, we entered into a mortgage loan facility with Wells Fargo Bank in the principal amount of $18,609,500.
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2024 rent. Single Tenant Net Lease Properties Citibank Property On March 28, 2024, we purchased a retail bank property located at 3535 North Central Avenue, Chicago, IL 60634 from RMP 3535 N.
Average rent for the periods prior to our acquisition is not applicable because the Tesla Pensacola Property was converted from prior uses for Tesla in 2025. 45 Table of Contents Citibank Property On March 28, 2024, we purchased a retail bank property located at 3535 North Central Avenue, Chicago, IL 60634 from RMP 3535 N.
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Our total investment, including acquisition and closing costs, escrows and lease reserves was approximately $22,054,071.
Added
On October 27, 2025, we entered into a purchase and sale agreement with an unaffiliated third party for the sale of the Greenbrier Business Center Property for $11,000,000.
Removed
The Original Franklin Square Loan required monthly interest only payments during its term and bore interest at a fixed rate of 4.70%. The original October, 2021 maturity date was extended until November, 2021.
Added
(2) The Company acquired the Tesla Pensacola Property on July 18, 2025. The 2025 Annual Rent presented reflects the Company’s partial year ownership.
Removed
The Initial Lancer Center Loan would have matured on June 1, 2026 and required monthly payments of $34,663 which included principal on a 30-year amortization schedule, and interest. The Initial Lancer Center Loan bore interest at 4.00%. On June 13, 2022, we repaid the Initial Lancer Center Loan using proceeds from the Wells Fargo Mortgage Facility (see below).
Added
Occupancy for the periods prior to our acquisition is based on data from the previous owners. (2) The East Cost Wings and T-Mobile Properties were previously reported as part of the Ashley Plaza Property. (3) The Tesla Pensacola Property was acquired on July 18, 2025. The occupancy presented for 2025 reflects the Company’s period of ownership.
Removed
As of December 31, 2024, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options K.J.’s Market Retail 34,100 18.8 % $ 140,640 12/31/2025 12/31/2030 12/31/2035 12/31/2040 12/31/2045 12/31/2050 Big Lots (1) Retail 28,527 15.6 % $ 128,334 2/28/2034 2/28/2039 2/28/2044 ​ (1) While the Big Lots lease is currently in effect, Big Lots has declared bankruptcy and is in the process of transferring the lease to a successor tenant.
Added
Occupancy for prior periods is not applicable because the Tesla Pensacola Property was converted from prior uses for Tesla in 2025.
Removed
Big Lots’ rent is current through February 28, 2025. ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Occupancy Rate (1) 80.2 % 100.0 % 100.0 % 100.0 % 97.2 % ​ (1) Occupancy rates for 2020 are derived from data from the prior owner.
Added
The average effective annual rent presented for 2025 is for the Company’s period of ownership.
Removed
For the year ending December 31, 2020, data is from the prior owner. For the year ended December 31, 2021, we owned Lancer Center for seven months.
Added
The effective annual rent per square foot in 2025 was $31.07. East Coast Wings Property On August 30, 2019, we purchased from RCG-Goldsboro, LLC, a Georgia limited liability company and unaffiliated seller, Ashley Plaza, as discussed above.
Removed
Salisbury Marketplace Property On June 13, 2022, we purchased from FCC Salisbury Marketplace, LLC, a Virginia limited liability company and unaffiliated seller, a 79,732 square foot retail property located on 9.83 acres at 2106 Statesville Boulevard, Salisbury, North Carolina, or the Salisbury Marketplace Property, for $10,025,000 exclusive of closing costs.
Added
Tesla Pensacola Property On July 18, 2025, we purchased from Drake Motor Partners Pensacola LLC, a Colorado limited liability company and unaffiliated seller, the Tesla Pensacola Property, as discussed above. Included in this purchase was a 45,461 square foot building leased to Tesla and located on an outparcel consisting of 3.498 acres of land.
Removed
The Salisbury Marketplace Property was built in 1987, was 88.3% leased as of December 31, 2024, and is anchored by Food Lion, CitiTrends and Family Dollar. The purchase price and closing costs for the Salisbury Marketplace Property were financed with $3,746,561 in equity and net mortgage loan proceeds of $6,533,153 from the Wells Fargo Mortgage Facility (see below).
Removed
The Salisbury Marketplace Property consists of a single-story, main retail strip building constructed in 1987. The building is concrete slab over prepared base with spread footings and reinforced column pads. The building superstructure is steel stud framing with concrete masonry unit infill. The roof structure consists of corrugated steel panels supported by open web steel joists.
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The roof is a combination of (i) a flat, membrane with gravel ballast and (ii) a flat, unballasted EPDM membrane. The parking area is comprised of approximately 276 spaces.
Removed
As of December 31, 2024, tenants occupying 10% or more of the rentable square footage included: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ Leased ​ of Rentable ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Square ​ Square ​ 2024 ​ Lease ​ Renewal Tenant ​ Business ​ Footage ​ Footage ​ Annual Rent ​ Expiration ​ Options Food Lion Retail 31,762 39.8 % $ 324,096 12/31/2032 12/31/2037 12/31/2042 12/31/2047 12/31/2052 12/31/2057 12/31/2062 CitiTrends Retail 12,500 15.7 % $ 113,850 9/30/2027 9/30/2032 Family Dollar Retail 8,470 10.6 % $ 88,935 12/31/2033 12/31/2038 12/31/2043 ​ Occupancy data for the five preceding years (as of December 31) was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Occupancy Rate (1) ​ 85.2 % 85.3 % 91.2 % 89.3 % 85.3 % ​ (1) Occupancy rates for 2020 and 2021 are derived from data from the prior owner. 36 Table of Contents Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ 2021 2020 Average Effective Annual Rent Per Square Foot (1) ​ $ 9.44 ​ $ 10.01 ​ $ 9.68 ​ $ 9.60 ​ $ 9.10 ​ (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
Removed
Average effective rent per square foot for the years ended December 31, 2020 and December 31, 2021 are based on rents from the prior owner. For the year ended December 31, 2022, we owned the Salisbury Marketplace Property for approximately six months.
Removed
(2) The percentage of aggregate annual rent is determined by dividing (i) the annual rent (see note 1) related to expiring leases by (ii) the property’s total 2024 rent.
Removed
Average effective annual rent per square foot for the five preceding years was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Average Effective Annual Rent Per Square Foot (1) ​ $ 9.23 ​ $ 7.96 ​ $ 6.92 ​ $ 6.65 ​ $ 5.79 ​ (1) Average effective rent per square foot represents the average annual rent for all occupied space for the respective periods after accounting for rent abatements and concessions but before accounting for tenant reimbursements or rent deferrals.
Removed
Average effective rent per square foot for the year ended December 31, 2020 are based on rents from the prior owner. For the year ended December 31, 2021, we owned Greenbrier Business Center for four months.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ​ 43 Table of Contents PART II
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ​ 47 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
On December 31, 2025, we had approximately 4,049 holders of record of our common stock. This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
During the year ended December 31, 2024, our company repurchased 2,830 Common Shares at a total cost of $32,467, including $62 in fees associated with this repurchase, and at an average price of $11.45 per Common Share (excluding the impact of fees).
During the year ended December 31, 2024, our company repurchased 2,830 Common Shares at a total cost of $32,467, including $63 in fees associated with this repurchase, and at an average price of $11.47 per Common Share (including the impact of fees). The Repurchase Program expired on May 15, 2025 and no further repurchases have been made.
On October 18, 2023, the Board approved the repurchase of an additional 100,000 Common Shares for a maximum price of $12.00 per share under the Common Stock Repurchase Program. Following the approval of the increase, we were authorized to purchase up to 114,495 Common Shares in total under the program.
Issuer Repurchases of Equity Securities In March 2024, our Board approved the adoption of a share repurchase program (the “Repurchase Program”) through a Rule 10b5-1 plan, under which we were authorized to repurchase up to 35,265 shares of our Common Stock at or below a price of $12.00 per share.
Removed
On February 26, 2025, the closing sale price of our common stock on the Nasdaq Capital Market was $12.71. On December 31, 2024, we had approximately 4,049 holders of record of our common stock.
Added
During the year ended December 31, 2025 our company repurchased an aggregate of 11,320 Common Shares at a total cost of $140,788, including $280 in fees associated with these repurchase, and at an average price of $12.44 per Common Share (including the impact of fees).
Removed
Recent Sales of Unregistered Securities On December 13, 2024, we entered into a series of Subscription Agreements (the “Subscription Agreements”) with certain investors, including our company’s Chief Financial Officer and two directors, for the issuance and sale of 230,000 shares of our common stock, par value $0.01 per share (the “Common Shares”), in a private placement (the “Private Placement”), at a purchase price of $12.50 per share.
Added
Accordingly, there was no share repurchase activity during the quarterly period ended December 31, 2025. ​ ​ ITEM 6. [RESERVED]
Removed
The Private Placement was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Rule 506(b) under Regulation D of the Securities Act. The Common Shares were offered without any general solicitation by us or our representatives.
Removed
The Common Shares issued and sold in the Private Placement are not registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements.
Removed
Issuer Repurchases of Equity Securities On December 21, 2021, the Board authorized a share repurchase program (the “Common Stock Repurchase Program”) whereby we may repurchase up to 31,250 shares of our common stock for a maximum price of $76.80 per share, as adjusted for our May 3, 2023 reverse split and our July 2, 2024 reverse and forward stock splits.
Removed
Under this authorization, we repurchased 16,755 shares of our common stock at a total cost of $278,277 and an average price of $16.61 per share, as adjusted for our May 3, 2023 reverse split and our July 2, 2024 reverse and forward stock splits.
Removed
During the year ended December 31, 2023, we did not make any share repurchases. ​ 44 Table of Contents The following information provides details of our common stock repurchases for the three months ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total number of shares (or units) purchased ​ ​ Average price paid per share (or unit) ​ Total number of shares (or units) purchased as part of publicly announced plans or programs ​ Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (1) October 1 – October 31, 2024 ​ — ​ $ — ​ — ​ 111,665 November 1 – November 30, 2024 ​ — ​ ​ — ​ — ​ 111,665 December 1 – December 31, 2024 ​ — ​ ​ — ​ — ​ 111,665 Total ​ — ​ $ — ​ — ​ 111,665 ​ 1) On December 21, 2021, the Board authorized a share repurchase program whereby we may repurchase up to 31,250 shares of our common stock for a maximum price of $76.80 per share, as adjusted for our July 2, 2024 reverse and forward stock splits.
Removed
On October 18, 2023, the Board approved the repurchase of an additional 100,000 Common Shares for a maximum price of $12.00 per share, as adjusted for our July 2, 2024 reverse and forward stock splits, under the Common Stock Repurchase Program.
Removed
Following the approval of the increase, we were authorized to purchase up to 114,495 Common Shares in total under the program. ​ ​ ​ ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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For additional information regarding our company’s liquidity, see Note 5 – Loans Payable and Note 8 – Commitments and Contingencies in the notes to our company’s consolidated financial statements. Liquidity and Capital Resources Our business model is intended to drive growth through acquisitions. Access to the capital markets is an important factor for our continued growth and success.
For additional information regarding our liquidity, see Note 5 – Loans Payable and Note 8 – Commitments and Contingencies in the notes to our consolidated financial statements. Liquidity and Capital Resources Our business model is intended to drive growth through acquisitions. Access to the capital markets is an important factor for our continued growth and success.
Management believes that separating changes in assets and liabilities, the second component, from net operating income (loss) adjusted for non-cash operating activities, the first component, is a meaningful measure of our company’s operating performance, along with adjusted funds from operations, presented below.
Management believes that separating changes in assets and liabilities, the second component, from net operating income (loss) adjusted for non-cash operating activities, the first component, is a meaningful measure of our operating performance, along with adjusted net operating income and adjusted funds from operations, presented below.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ​ The following discussion and analysis is based on, and should be read in conjunction with, the consolidated financial statements and the related notes thereto of Medalist Diversified REIT, Inc. contained in this Annual Report.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is based on, and should be read in conjunction with, the consolidated financial statements and the related notes thereto of Medalist Diversified, Inc. contained in this Annual Report.
In applying applicable accounting guidance, management considered our company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our company’s obligations due over the next twelve months, as well as our company’s recurring business operating expenses.
In applying applicable accounting guidance, management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due over the next twelve months, as well as our recurring business operating expenses.
(a) The mortgage loan for the Franklin Square Property in the principal amount of $13,250,000 has a ten-year term and matures on December 6, 2031.
(a) The mortgage loan for the Franklin Square Property in the original principal amount of $13,250,000 has a ten-year term and matures on December 6, 2031.
Our company’s consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Our consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Management believes that separately evaluating these two components of our company’s cash provided by operating activities provides management with additional insight into this GAAP measure.
Management believes that separately evaluating these two components of our cash provided by operating activities provides management with additional insight into this GAAP measure.
The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis and a minimum debt yield of 9.5% on the Salisbury Marketplace Property, the Lancer Center Property and the Greenbrier Business Center Property, and to maintain liquid assets of not less than $1,500,000.
The Wells Fargo Mortgage Facility credit agreement includes covenants to maintain a debt service coverage ratio of not less than 1.50 to 1.00 on an annual basis, a combined minimum debt yield of 9.5% on the Salisbury Marketplace Property, the Lancer Center Property, and the Greenbrier Business Center Property, and the maintenance of liquid assets of not less than $1,500,000.
Specifically, “To the extent there is an impairment write-down of depreciable real estate … related to a REIT’s main business, the write-down is excluded from FFO (i.e., adjusted from net income in calculating FFO).” Additionally, the NAREIT White Paper provides guidance on gains or losses on the sale of assets, stating “the REIT has the option to include or exclude such gains and losses in the calculation of FFO.” (8) Consistent with the treatment of impairment write-downs, our company includes an adjustment for its gain on extinguishment of lease liability, loss on extinguishment of debt, and loss on redemption of mandatorily redeemable preferred stock.
Specifically, “To the extent there is an impairment write-down of depreciable real estate … related to a REIT’s main business, the write-down is excluded from FFO (i.e., adjusted from net income in calculating FFO).” Additionally, the NAREIT White Paper provides guidance on gains or losses on the sale of assets, stating “the REIT has the option to include or exclude such gains and losses in the calculation of FFO.” (8) Consistent with the treatment of impairment write-downs, we include an adjustment for our gain on extinguishment of lease liability, loss on extinguishment of debt, and loss on redemption of mandatorily redeemable preferred stock.
Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors. Company Overview Medalist Diversified REIT Inc. is a Maryland corporation formed on September 28, 2015.
Our actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors. Overview Medalist Diversified, Inc. is a Maryland corporation formed on September 28, 2015.
A REIT is a corporate entity which holds real estate interests and must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its adjusted taxable income to stockholders.
A REIT is a corporate entity which holds real estate interests and must meet a number of organizational and operational requirements, including a requirement that it currently distributes at least 90% of its adjusted taxable income to stockholders.
If any such events or changes in circumstances are identified, we perform a formal impairment analysis. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization, is less than the carrying value of the property.
If any such events or changes in circumstances are identified, we perform a formal impairment analysis. We measure any impairment of investment property when the estimated 54 Table of Contents undiscounted operating income before depreciation and amortization, is less than the carrying value of the property.
For the period from September 1, 2022 through December 31, 2024, the applicable index (LIBOR or SOFR), exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced our company’s net interest expense.
For the period from September 1, 2022 through December 31, 2025, the applicable index (LIBOR or SOFR), exceeded the 3% cap, and payments from the Interest Rate Protection Transaction reduced our net interest expense.
Fair values for these assets are not directly observable and 51 Table of Contents estimates are based on comparable market data and other information which is subjective in nature, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.
Fair values for these assets are not directly observable and estimates are based on comparable market data and other information which is subjective in nature, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.
Evaluation of Our Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, our company is required to evaluate, on a quarterly basis, whether or not the entity’s current financial condition, including its sources of liquidity at the date that the consolidated financial statements are issued, will enable the entity to meet its obligations as they come due arising within one year of the date of the issuance of our company’s consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that the entity will be able to continue as a going concern.
Evaluation of our Company’s Ability to Continue as a Going Concern Under the accounting guidance related to the presentation of financial statements, we are required to evaluate, on a quarterly basis, whether or not our current financial condition, including our sources of liquidity at the date that the condensed consolidated financial statements are issued, will enable us to meet our obligations as they come due arising within one year of the date of the issuance of our consolidated financial statements and to make a determination as to whether or not it is probable, under the application of this accounting guidance, that we will be able to continue as a going concern.
Upon acquisition of investment properties, our company estimates the fair value of acquired tangible assets (consisting of land, buildings and improvements, and furniture, fixtures and equipment) and identified intangible assets and liabilities, including in-place leases, above- and below-market leases, tenant relationships and assumed debt based on evaluation of information and estimates available at that date.
Upon acquisition of investment properties, we estimate the fair value of acquired tangible assets (consisting of land, buildings and improvements, and furniture, fixtures and equipment) and identified intangible lease assets and liabilities, including in-place leases, above- and below-market leases, tenant relationships and assumed debt based on evaluation of information and estimates available at that date.
This allows our company to use FFO as a tool to measure the overall performance of its investment properties, as a whole, not just the portion of the investment properties controlled by our company’s common stockholders.
This allows us to use FFO as a tool to measure the overall performance of its investment properties, as a whole, not just the portion of the investment properties controlled by our common stockholders.
Under the terms of the mortgage, the interest rate payable each month may not change by greater than 1% during any six-month period and 2% during any 12-month period. As of December 31, 2024 and 2023 the rate in effect for the Parkway Property mortgage was 6.92% and 7.05%, respectively.
Under the terms of the mortgage, the interest rate payable each month may not change by greater than 1% during any six-month period and 2% during any 12-month period. As of December 31, 2025 and 2024 the rate in effect for the Parkway Property mortgage was 6.24% and 6.92%, respectively.
As of December 31, 2024 and 2023, respectively, our company believes that we are compliant with this covenant. On October 28, 2021, our company entered into the Interest Rate Protection Transaction to limit our exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property.
As of December 31, 2025 and 2024, respectively, we believe that we are compliant with this covenant. On October 28, 2021, we entered into the Interest Rate Protection Transaction to limit our exposure to increases in interest rates on the variable rate mortgage loan on the Parkway Property.
Payments to our company from the Interest Rate Protection Transaction are recorded as an offset to interest expense on our company’s consolidated statements of operations for the years ended years ended December 31, 2024 and 2023, respectively.
Payments to us from the Interest Rate Protection Transaction are recorded as an offset to interest expense on our company’s consolidated statements of operations for the years ended years ended December 31, 2025 and 2024, respectively.
Our company also reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of its intangible assets may not be recoverable, but at least annually. REIT Status We are a Maryland corporation that has elected to be treated, for U.S. federal income tax purposes, as a REIT.
We also review our intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of our intangible assets may not be recoverable, but at least annually. REIT Status We are a Maryland corporation that previously elected to be treated, for U.S. federal income tax purposes, as a REIT.
Beginning with our taxable year ended December 31, 2017, we believe that we have operated in a manner qualifying us as a real estate investment trust (“REIT”), and we have elected to be taxed as a REIT for federal income tax purposes.
Beginning with our taxable year ended December 31, 2017 through our taxable year ended December 31, 2025, we believe that we operated in a manner qualifying us as a real estate investment trust (“REIT”), and we elected to be taxed as a REIT for federal income tax purposes for those taxable years.
The mortgage loan bears interest at a fixed rate of 3.808% and is interest only until January 6, 2025, at which time the monthly payment will become $61,800, which includes interest and principal based on a thirty-year amortization schedule.
The mortgage loan bears interest at a fixed rate of 3.808% and was interest only until January 6, 2025, at which time the monthly payment became $61,800, which includes interest and principal based on a thirty-year amortization schedule.
Additionally, since the adjustments to GAAP net income, such as depreciation and amortization, used in the reconciliation of net income (loss) to determine FFO are not allocated between common stockholders and noncontrolling interests (i.e. 100% of depreciation and amortization are “added back” without reduction to reflect the noncontrolling owners’ interest in such items), our company believes that the appropriate starting point for the calculation is the net income (loss) before allocation to noncontrolling interests.
Additionally, since the adjustments to GAAP net income, such as depreciation and amortization, used in the reconciliation of net income (loss) to determine FFO are not allocated between common stockholders and noncontrolling interests (i.e. 100% of depreciation and amortization are “added back” without reduction to reflect the noncontrolling owners’ interest in such items), we believe that the appropriate starting point for the calculation is the net (loss) income before allocation to noncontrolling 64 Table of Contents interests.
We expect to provide any liquidity for growth (acquisition of new investment properties) by raising additional investment capital. In addition, our company continually reviews and evaluates its outstanding mortgages payable for refinancing opportunities. While some of our mortgages payable are not pre-payable, some mortgages payable may present opportunities for refinancing.
We expect to provide any liquidity for growth (acquisition of new investment properties) by raising additional investment capital. In addition, we continually review and evaluate our outstanding mortgages payable for refinancing opportunities. While some of our mortgages payable are not pre-payable, some mortgages payable may present opportunities for refinancing.
Our company has guaranteed the payment and performance of the obligations of the mortgage loan. (b) The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75% and was interest only for the first twelve months.
We have guaranteed the payment and performance of the obligations of the mortgage loan. (b) The mortgage loan for the Ashley Plaza Property bears interest at a fixed rate of 3.75% and was interest only for the first twelve months.
Cash flows from operating activities has two components. The first component consists of net operating income (loss) adjusted for non-cash operating activities. During the year ended December 31, 2024, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $2,317,671.
Cash flows from operating activities has two components. The first component consists of net operating (loss) income adjusted for non-cash operating activities. During the year ended December 31, 2025, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $2,259,840.
During the year ended December 31, 2024, our cash used by financing activities consisted of $958,579 in principal payments for our company’s mortgages, $787,027 in dividends and distributions, $2,705 to retire fractional shares resulting from the reverse stock split, $1,000,000 to repay the line of credit, short term, $93,220 to redeem OP Units, $43,306 in capitalized closing costs for the Wells Fargo Line of Credit renewal and increase, $3,500,000 for the partial redemption of our company’s mandatorily redeemable preferred stock, and $32,467 to repurchase Common Shares, partially offset by $2,851,977 in proceeds from sales of Common Shares and $1,969,914 in proceeds from sales of OP Units.
During the year ended December 31, 2024, our cash used in financing activities consisted of $3,500,000 for the partial redemption of our mandatorily redeemable preferred stock, $1,000,000 to repay the line of credit, short term, $958,579 in principal payments for our mortgages, $787,027 in dividends and distributions, $93,220 for the Operating Partnership Unit redemptions, $43,306 in capitalized closing costs for the Wells Fargo LOC renewal and increase, $32,467 in repurchases of Common Shares, and $2,705 for the retirement of fractional shares resulting from the reverse stock split, offset by $2,851,977 in proceeds from the sales of Common Shares, net of capitalized offering costs, and $1,969,914 in proceeds from the sale of OP Units, net of capitalized offering costs.
(2) Depreciation of tenant improvements, including those (i) acquired as part of the purchase of the retail center and flex center properties and (ii) those constructed by our company for the retail center properties and flex center property subsequent to their acquisition. (3) Depreciation of tenant improvements recorded as lease incentives.
(2) Depreciation of tenant improvements, including those (i) acquired as part of the purchase of the retail center, flex center and STNL properties and (ii) those we constructed for the retail center properties and flex center properties subsequent to their acquisition. (3) Depreciation of tenant improvements recorded as lease incentives.
(7) Adjustment to FFO for amortization of non-cash expenses recognized as a result of amortizing the mandatorily redeemable preferred stock discount and offering costs over the mandatorily redeemable preferred stock’s five-year term.
(7) Adjustment to FFO for amortization of non-cash expenses recognized as a result of amortizing loan issuance costs over the terms of the respective mortgages. (8) Adjustment to FFO for amortization of non-cash expenses recognized as a result of amortizing the mandatorily redeemable preferred stock discount and offering costs over the mandatorily redeemable preferred stock’s five-year term.
The mortgage includes covenants for our company to maintain a net worth of $13,250,000, excluding the assets and liabilities associated with the Franklin Square Property and to maintain liquid assets of no less than $1,000,000. As of December 31, 2024 and 2023, respectively, our company believes that we are compliant with these covenants.
The mortgage includes covenants that we maintain (i) a net worth of $13,250,000, excluding the assets and liabilities associated with the Franklin Square Property, and (ii) liquid assets of no less than $1,000,000. As of December 31, 2025 and 2024, respectively, we believe that we are compliant with these covenants.
The monthly payment, which includes interest at the fixed rate, and principal, based on a twenty-five -year amortization schedule, is $103,438. Our company has provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility.
The Wells Fargo Mortgage Facility bears interest at a fixed rate of 4.50% for a five-year term. The monthly payment, which includes interest at the fixed rate, and principal, based on a twenty-five-year amortization schedule, is $103,438. We have provided an unconditional guaranty of the payment of and performance under the terms of the Wells Fargo Mortgage Facility.
These obligations include covenants for our company to maintain a net worth of $11,400,000, excluding the liabilities associated with the mortgage loan for the Ashley Plaza Property and for our company to maintain liquid assets of no less than $1,140,000. As of December 31, 2024 and 2023, respectively, our company believes that we are compliant with these covenants.
The mortgage includes covenants that we maintain (i) a net worth of $11,400,000, excluding the liabilities associated with the mortgage loan for the Ashley Plaza Property and (ii) liquid assets of no less than $1,140,000. As of December 31, 2025 and 2024, respectively, we believe that we are compliant with these covenants.
Summary of Critical Accounting Policies The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
As of December 31, 2025, we believe we are compliant with the DSCR requirement. Summary of Critical Accounting Policies The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
(8) Adjustment to FFO resulting from non-cash expenses recorded for share-based compensation. ​ (9) The NAREIT White Paper provides guidance on non-cash revenues and expenses, stating, “To provide an opportunity for consistent analysis of operating results among REITs, the NAREIT White Paper encourages those reporting FFO to make supplemental disclosure of all material non-cash revenues and expenses affecting their results for each period.
(10) The NAREIT White Paper provides guidance on non-cash revenues and expenses, stating, “To provide an opportunity for consistent analysis of operating results among REITs, the NAREIT White Paper encourages those reporting FFO to make 66 Table of Contents supplemental disclosure of all material non-cash revenues and expenses affecting their results for each period.
Increases in assets and decreases in liabilities result in cash used in operations. Decreases in assets and increases in liabilities result in cash provided by operations. During the year ended December 31, 2024, net changes in asset and liability accounts resulted in $521,534 in cash used in operations.
During the year ended December 31, 2024, net changes in asset and liability accounts resulted in $521,534 in cash used in operations.
Reporting Segments We establish operating segments at the property level and aggregate individual properties into reportable segments based on product types in which we have investments. As of December 31, 2024, our reportable segments were retail center properties, flex center properties and STNL properties.
Adjusted Net Operating Income We establish operating segments at the property level and aggregate individual properties into reportable segments based on product types in which we have investments. During the years ended December 31, 2025 and 2024, our reportable segments consisted of retail center properties, flex center properties and STNL properties.
As a REIT, we generally will not be subject to corporate level federal income tax on our taxable income if we annually distribute 100% of our taxable income to our stockholders.
In the years that we qualified as a REIT, we generally were not subject to corporate level federal income tax on our taxable income if we annually distribute 100% of our taxable income to our stockholders.
In addition to liquidity required to fund these dividends and principal payments, we may also incur some level of capital expenditures for our existing properties that cannot be passed on to our tenants.
In addition to liquidity required to fund these dividends and principal payments, we may also incur some level of capital expenditures for our existing properties that cannot be passed on to our tenants. We plan to pay these obligations through a combination of cash on hand, potential dispositions and operating cash.
(2) Adjustment to FFO resulting from non-cash amortization of intangible liabilities. (3) Adjustment to FFO resulting from non-cash revenues recognized as a result of applying straight line revenue recognition for the retail center properties and flex center properties.
(2) Adjustment to FFO resulting from non-cash amortization of intangible lease liabilities. (3) Adjustment to FFO resulting from non-cash revenues recognized as a result of applying straight line revenue recognition for the retail center properties and flex center properties. (4) Adjustment to FFO for capital expenditures, including capitalized leasing commissions, tenant improvements, and building and site improvements.
During the year ended December 31, 2023, operating activities adjusted for non-cash items resulted in net cash provided in operating activities of $229,141.
During the year ended December 31, 2024, operating activities adjusted for non-cash items resulted in net cash provided by operating activities of $2,317,671.
Total AFFO for the years ended December 31, 2024 and 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, ​ ​ 2024 2023 Funds from operations ​ $ 1,908,177 ​ $ 91,030 Amortization of above market leases (1) ​ 40,850 ​ 93,696 Amortization of below market leases (2) ​ (296,211) ​ (368,803) Straight line rent (3) ​ (99,106) ​ (100,010) Capital expenditures (4) ​ (902,397) ​ (1,483,117) Decrease (increase) in fair value of interest rate cap (5) ​ 56,325 ​ 84,564 Amortization of loan issuance costs (6) ​ 100,479 ​ 106,882 Amortization of preferred stock discount and offering costs (7) ​ 246,966 ​ 243,054 Share-based compensation (8) ​ 277,500 ​ - Bad debt expense (9) ​ 39,910 ​ 63,282 Adjusted funds from operations (AFFO) ​ $ 1,372,493 ​ $ (1,269,422) (1) Adjustment to FFO resulting from non-cash amortization of intangible assets.
Total AFFO for the years ended December 31, 2025 and 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Funds from operations ​ $ 1,858,342 ​ $ 1,908,177 Amortization of above market leases (1) ​ 20,405 ​ 40,850 Amortization of below market leases (2) ​ (161,751) ​ (296,211) Straight line rent (3) ​ (207,826) ​ (99,106) Capital expenditures (4) ​ (1,516,416) ​ (902,397) Decrease in fair value of interest rate cap (5) ​ 180,751 ​ 56,325 Unrealized loss on crypto assets (6) ​ ​ 44,026 ​ — Amortization of loan issuance costs (7) ​ 96,850 ​ 100,479 Amortization of preferred stock discount and offering costs (8) ​ 2,404 ​ 246,966 Share-based compensation (9) ​ 397,182 ​ 277,500 Bad debt expense (10) ​ 2,382 ​ 39,910 Adjusted funds from operations (AFFO) ​ $ 716,349 ​ $ 1,372,493 (1) Adjustment to FFO resulting from non-cash amortization of intangible lease assets.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time, while historically real estate values have risen or fallen with market conditions. Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results.
Cash from operating activities, investing activities and financing activities for the year ended December 31, 2024 are as follows: Operating Activities During the year ended December 31, 2024, our cash provided by operating activities was $1,796,137 compared to cash provided by operating activities of $104,013 for the year ended December 31, 2023, an increase in cash provided by operating activities of $1,692,124.
Cash from operating activities, investing activities and financing activities for the year ended December 31, 2025 are as follows: 55 Table of Contents Operating Activities During the year ended December 31, 2025, our cash provided by operating activities was $1,530,751 compared to cash provided by operating activities of $1,796,137 for the year ended December 31, 2024, a decrease in cash provided by operating activities of $265,386.
Other income for the year ended December 31, 2024 consisted of interest income of $54,064 and gain on the extinguishment of lease liability of $34,792.
This is an increase of $272,642 from other income of $88,856 for the year ended December 31, 2024, which consisted of $54,064 in interest income and $34,792 in gain on the extinguishment of lease liabilities.
These obligations include covenants for our company to maintain a net worth of $4,850,000, excluding the liabilities associated with the mortgage loan for the Brookfield Property and for our company to maintain liquid assets of no less than $485,000. As of December 31, 2024 and 2023, respectively, our company believes that we are compliant with these covenants.
The mortgage includes covenants that we maintain (i) a net worth of $4,850,000, excluding the liabilities associated with the mortgage loan for the Brookfield Property and (ii) liquid assets of no less than $485,000.
Below is our company’s FFO, which is a non-GAAP measurement, for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, ​ 2024 2023 Net income (loss) ​ $ 744,325 ​ ​ (4,573,354) Depreciation of tangible real property assets (1) ​ 2,342,416 ​ ​ 2,695,058 Depreciation of tenant improvements (2) ​ 757,318 ​ ​ 836,096 Amortization of tenant improvement lease incentives (3) ​ ​ 2,964 ​ ​ — Amortization of leasing commissions (4) ​ 199,465 ​ ​ 152,661 Amortization of intangible assets (5) ​ 616,284 ​ ​ 890,348 Gain on disposal of investment property (6) ​ ​ (2,819,502) ​ ​ — Loss on impairment (7) ​ 182 ​ ​ 90,221 Gain on extinguishment of lease liability (8) ​ ​ (34,792) ​ ​ — Loss on extinguishment of debt (8) ​ ​ 51,837 ​ ​ — Loss on redemption of mandatorily redeemable preferred stock (8) ​ 47,680 ​ ​ — Funds from operations (FFO) ​ $ 1,908,177 ​ $ 91,030 (1) Depreciation expense for buildings, site improvements and furniture and fixtures.
The following table reconciles our calculations of FFO, which is a non-GAAP measurement, to net (loss) income, the most directly comparable GAAP financial measure, for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net (loss) income ​ $ (1,935,773) ​ ​ 744,325 Depreciation of tangible real property assets (1) ​ 2,114,683 ​ ​ 2,342,416 Depreciation of tenant improvements (2) ​ 577,377 ​ ​ 757,318 Amortization of tenant improvement lease incentives (3) ​ ​ 1,236 ​ ​ 2,964 Amortization of leasing commissions (4) ​ 212,871 ​ ​ 199,465 Amortization of intangible lease assets (5) ​ 442,646 ​ ​ 616,284 Gain on disposal of investment property (6) ​ ​ (731,439) ​ ​ (2,819,502) Loss on impairment (7) ​ 74,328 ​ ​ 182 Gain on extinguishment of lease liability (8) ​ ​ — ​ ​ (34,792) Impairment of assets held for sale (7) ​ 662,394 ​ ​ — Loss on extinguishment of debt (8) ​ ​ 430,644 ​ ​ 51,837 Loss on redemption of mandatorily redeemable preferred stock (8) ​ 9,375 ​ ​ 47,680 Funds from operations (FFO) ​ $ 1,858,342 ​ $ 1,908,177 (1) Depreciation expense for buildings and site improvements.
Other expense for the year ended December 31, 2023 consisted of $84,564 in expense related to the fair value change of the interest rate cap. ​ Net Income (Loss) Net income was $744,325 for the year ended December 31, 2024, before adjustments for net income (loss) attributable to noncontrolling interests.
This is an increase of $168,452 from other expense of $56,325 for the year ended December 31, 2024, which was related to the fair value change of the interest rate cap. Net (Loss) Income Net loss was $1,935,773 for the year ended December 31, 2025, before adjustments for net loss attributable to noncontrolling interests.
If we fail to qualify as a REIT in any taxable year, we will be subject to regular federal and state corporate income taxes and may not be able to elect to qualify as a REIT for five subsequent taxable years.
Following our revocation of REIT status, we are subject to regular federal and state corporate income taxes and may not be able to elect to qualify as a REIT for five taxable years including our 2026 taxable year during which we ceased to qualify as a REIT.
The purchase price for the United Rentals Property was $3,145,000 paid through the issuance of 251,600 OP Units at a price of $12.50 per OP Unit. Our company’s total investment was $3,187,446. Our company incurred $42,446 of closing costs which were capitalized and added to the tangible assets acquired.
The United Rentals Property, built in 2010, is 100% leased to United Rentals Realty, LLC. The purchase price for the United Rentals Property was $3,145,000 paid through the issuance of 251,600 OP Units at a price of $12.50 per OP Unit. Our total investment was $3,187,446.
We may also pursue, in an opportunistic manner, other real estate-related investments, including, among other things, equity or other ownership interests in entities that are the direct or indirect owners of real property, and indirect investments in real property, such as those that may be obtained in a joint venture.
Industry focuses will include, but not be limited to, retail, medical, and single tenant industrial and warehouse uses. ​ We may also pursue, in an opportunistic manner, non-real estate-related investments, including, among other things, equity or other ownership interests in entities that are the direct or indirect owners of real property, indirect investments in real property, such as those that may be obtained in a joint venture, and ownership of crypto assets, other equity investments, including marketable securities, short-duration U.S. treasuries, and other investment-grade marketable securities.
Financing Activities Mortgages payable Our company financed its acquisitions of its investment properties through mortgages, as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Monthly ​ Interest ​ ​ ​ December 31, Property Payment Rate Maturity ​ 2024 2023 Franklin Square (a) ​ Interest only ​ 3.808 % December 2031 ​ $ 13,250,000 ​ $ 13,250,000 Ashley Plaza (b) ​ $ 52,795 ​ 3.75 % September 2029 ​ 10,460,350 ​ 10,708,557 Brookfield Center (c) ​ $ 22,876 ​ 3.90 % November 2029 ​ 4,476,429 ​ 4,571,410 Parkway Center (d) ​ $ 28,161 ​ ​ Variable ​ November 2031 ​ ​ 4,814,563 ​ ​ 4,870,403 Wells Fargo Mortgage Facility (e) ​ $ 103,438 ​ ​ 4.50 % June 2027 ​ ​ 17,509,420 ​ ​ 17,939,276 Total mortgages payable ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 50,510,762 ​ $ 51,339,646 ​ Amounts presented do not reflect unamortized loan issuance costs.
The following table is presented as of December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Monthly ​ Interest ​ ​ ​ December 31, Property ​ ​ ​ Payment ​ ​ ​ Rate ​ ​ ​ Maturity ​ 2025 ​ ​ ​ 2024 Franklin Square (a) $ 61,800 ​ 3.808 % December 2031 ​ $ 13,015,840 ​ $ 13,250,000 Ashley Plaza (b) ​ ​ 52,795 ​ 3.75 % September 2029 ​ 10,220,312 ​ 10,460,350 Brookfield Center (c) ​ ​ 22,876 ​ 3.90 % November 2029 ​ 4,377,112 ​ 4,476,429 Parkway Center (d) ​ ​ 37,310 ​ ​ Variable ​ November 2031 ​ ​ — ​ ​ 4,814,563 Wells Fargo Mortgage Facility (e) ​ ​ 56,877 ​ ​ 4.50 % June 2027 ​ ​ 5,502,446 ​ ​ 17,509,420 Total mortgages payable ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 33,115,710 ​ $ 50,510,762 ​ Amounts presented do not reflect unamortized loan issuance costs.
Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule. Effective on December 26, 2023, 49 Table of Contents our company assumed certain guaranty obligations under the Ashley Plaza mortgage loan related to the Guaranty Substitution (see below).
Beginning on October 1, 2020, the monthly payment became $52,795 for the remaining term of the loan, which includes interest at the fixed rate, and principal, based on a thirty-year amortization schedule.
The net of (i) the $2,317,671 increase in cash provided by operations from the first category and (ii) the $521,534 cash used by operations from the second category results in a total increase of cash provided in operations of $1,796,137 for the year ended December 31, 2024.
The total of (i) the $57,831 decrease in cash provided by operations from the first category and (ii) the $207,555 increase in cash used in operations from the second category results in a total decrease of cash provided by operations of $265,386 for the year ended December 31, 2025.
After adjusting for noncontrolling interests, the net loss attributable to our common stockholders was $4,571,279, for the year ended December 31, 2023. ​ Net income for the year ended December 31, 2024 increased by $5,317,679 over the year ended December 31, 2023, before adjustments for net income (loss) attributable to noncontrolling interests.
After adjusting for noncontrolling interests, the net loss attributable to our common stockholders for the year ended December 31, 2025 increased by $2,416,361 over the net income of $27,524 for the year ended December 31, 2024.
In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO. However, there can be no assurance that AFFO presented by us is comparable to the adjusted or modified FFO of other REITs.
Management believes that these adjustments are appropriate in determining AFFO as their exclusion is not indicative of the operating performance of our assets. In addition, we believe that AFFO is a useful supplemental measure for the investing community to use in comparing us to other REITs as many REITs provide some form of adjusted or modified FFO.
We elected to be taxed as a REIT under the Code for the year ended December 31, 2017 and have not revoked such election.
We elected to be taxed as a REIT under the Code for the taxable years ended December 31, 2017 through December 31, 2025. We revoked our election effective January 1, 2026.
These items include non-cash items such as amortization of loans and above and below market leases, unbilled rent arising from applying straight line rent revenue recognition and share-based compensation expenses. Additionally, the impact of capital expenditures, including tenant improvement and leasing commissions, net of reimbursements of such expenditures by property escrow funds, is included in our calculation of AFFO.
These items include non-cash items such as amortization of loans and above and below market leases, unbilled rent arising from applying straight line rent revenue recognition and share-based compensation expenses.
Internal liquidity to fund operating needs are expected to be provided primarily by the rental receipts from our retail center properties, flex center properties, and STNL properties. 52 Table of Contents Cash Flows At December 31, 2024, our consolidated cash and restricted cash on hand totaled $6,072,736 compared to consolidated cash on hand of $3,809,605 at December 31, 2023.
Internal liquidity to fund operating needs is expected to be provided by the rental receipts from our legacy investment properties, income from other investments, and fee income from our DST sponsorship program. Cash Flows At December 31, 2025, our consolidated cash and restricted cash on hand totaled $4,134,070 compared to consolidated cash on hand of $6,072,736 at December 31, 2024.
Interest expense above includes non-cash amortization of discounts and capitalized issuance costs related to the mandatorily redeemable preferred stock. See Note 5 of the accompanying notes to the consolidated financial statements. Other Income During the year ended December 31, 2024, other income was $88,856, an increase of $39,582 from other income of $49,274 for the year ended December 31, 2023.
Other interest expense, above, includes (i) other interest, (ii) preferred dividends on mandatorily redeemable preferred stock and (iii) non-cash amortization of discounts and capitalized issuance costs related to the mandatorily redeemable preferred stock. See Note 5 of the accompanying notes to the consolidated financial statements.
Accordingly, we believe FFO provides a valuable alternative measurement tool to GAAP when presenting our operating results. ​ The NAREIT White Paper states, “FFO of a REIT includes the FFO of all consolidated properties, including consolidated, partially owned affiliates”.
The NAREIT White Paper states, “FFO of a REIT includes the FFO of all consolidated properties, including consolidated, partially owned affiliates”.
Recent Trends and Activities Acquisition of the United Rentals Property On February 21, 2025, our company, through a wholly-owned subsidiary, completed its acquisition of the United Rentals Property, a 7,500 square foot single tenant building located on 3.0 acres located in Huntsville, Alabama. The United Rentals Property, built in 2010, is 100% leased to United Rentals Realty, LLC.
We have not designated the Swap as a hedge and consequently hedge accounting will not apply. ​ Acquisition of the United Rentals Property On February 21, 2025, we, through a wholly-owned subsidiary, completed our acquisition of the United Rentals Property, a 7,529 square foot single tenant building located on 3.0 acres located in Huntsville, Alabama.
(e) On June 13, 2022, our company entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500.
(e) On June 13, 2022, we entered into a mortgage loan facility with Wells Fargo Bank (the “Wells Fargo Mortgage Facility”) in the principal amount of $18,609,500. The proceeds of this mortgage were used to finance the acquisition of the Salisbury Marketplace Property and to refinance the mortgages payable on the Lancer Center Property and the Greenbrier Business Center Property.
Our company incurred $44,454 of closing costs which were capitalized and added to the tangible assets acquired. The sole manager and member of the seller of the Citibank Property was CWS BET Seattle, LP, a company controlled and owned by Frank Kavanaugh, our company’s President and Chief Executive Officer and Chairman of the Board.
We incurred $42,446 of closing costs which were capitalized and added to the tangible assets acquired. The seller of the United Rentals Property was Dionysus Investments, LLC, a company whose manager is Fort Ashford Funds, LLC. Fort Ashford Funds, LLC is managed by Frank Kavanaugh, our President and Chief Executive Officer and Chairman of the Board.
The primary, non-operating liquidity needs of our company are $1,526,140 to redeem the remaining 60,000 shares of our mandatorily redeemable preferred stock on January 10, 2025, pursuant to the redemption notice issued on December 10, 2024, $114,643 to pay the dividends to common stockholders and distributions to OP Unit holders that were declared on January 7, 2024 and payable January 23, 2025 to holders of record on January 20, 2025, and $1,088,084 in principal payments due on its mortgages payable during the 12-month period from January 1, 2025 through December 31, 2025.
As of December 31, 2025, our primary, non-operating liquidity needs were $149,919 to pay the dividends to common stockholders and distributions to OP Unit holders that were declared on December 18, 2025 and paid on January 13, 2026 to holders of record on January 8, 2026, and $1,408,050 in principal payments due on its mortgages payable during the 12-month period from January 1, 2026 through December 31, 2026.
(5) Adjustment to FFO resulting from non-cash expenses recognized as a result of decreases in the fair value of the interest rate caps for the Parkway Property. 60 Table of Contents (6) Adjustment to FFO for amortization of non-cash expenses recognized as a result of amortizing loan issuance costs over the terms of the respective mortgages.
See Investing Activities, above, for detail of capital expenditures. (5) Adjustment to FFO resulting from non-cash expenses recognized as a result of decreases in the fair value of the interest rate caps for the Parkway Property. (6) Adjustment to FFO resulting from non-cash revenues recognized as a result of increases in the fair value of crypto assets.
This increase of $396,406 in cash used in operations resulting from changes in assets and liabilities is a result of increased changes in rent and other receivables, net, of $124,922, increased changes in other assets of $466,171, partially offset by decreased changes in accounts payable and accrued liabilities of $193,783, and decreased changes in unbilled rent of $904.
This increase of $207,555 in cash used in operations resulting from changes in assets and liabilities is a result of increased rent and other receivables, net, of $19,320, increased unbilled rent of $108,719, increased other assets of $209,543, and decreased accounts payable and accrued liabilities of $327,699, all of which used cash.
(4) Amortization of leasing commissions paid for the retail center properties and flex center property subsequent to the acquisition of the properties.
(4) Amortization of leasing commissions paid for the retail center properties and flex center property subsequent to the acquisition of the properties. (5) Amortization of intangible lease assets acquired as part of the purchase of the retail center properties, flex center properties and STNL properties, including leasing commissions, leases in place and legal and marketing costs.
After adjusting for noncontrolling interests, the net income attributable to our common stockholders was $27,524. Net loss was $4,573,354 for the year ended December 31, 2023, before adjustments for net income (loss) attributable to noncontrolling interests.
After adjusting for noncontrolling interests, the net loss attributable to our common stockholders was $2,388,837. Net loss for the year ended December 31, 2025 represented a decrease of $2,680,098 from the net income of $744,325 for the year ended December 31, 2024, before adjustments for net (loss) income attributable to noncontrolling interests.
During the year ended December 31, 2023, net changes in asset and liability accounts resulted in $125,128 in cash used in operations.
The second component consists of changes in assets and liabilities. Increases in assets and decreases in liabilities result in cash used in operations. Decreases in assets and increases in liabilities result in cash provided by operations. During the year ended December 31, 2025, net changes in asset and liability accounts resulted in $729,089 in cash used in operations.
Results of Operations Year ended December 31, 2024 Revenues Total revenue was $9,735,127 for the year ended December 31, 2024, consisting of $6,624,734 in revenues from retail center properties, $2,750,499 from flex center properties and $359,894 from STNL properties.
Results of Operations Comparison of the Year ended December 31, 2025 and 2024 Revenues Revenues for the years ended December 31, 2025 and 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ ​ ​ ​ December 31, ​ Increase / ​ ​ ​ ​ 2025 ​ 2024 ​ ​ ​ (Decrease) Retail center property revenues ​ $ 6,313,227 ​ $ 6,624,734 ​ $ (311,507) Flex center property revenues ​ 2,820,588 ​ 2,750,499 ​ 70,089 STNL property revenues ​ 1,262,803 ​ 359,894 ​ 902,909 Total Revenues ​ $ 10,396,618 ​ $ 9,735,127 ​ $ 661,491 ​ 58 Table of Contents Total revenue was $10,396,618 for the year ended December 31, 2025, an increase of $661,491 from the year ended December 31, 2024.
Pursuant to the Related Person Transaction Policy, our Board’s Audit Committee determined that the terms of the transaction were those that would normally be agreed upon in an arms-length transaction and approved this transaction. ​ Acquisition of the 16% Noncontrolling Interest in the Hanover Square Outparcel On March 25, 2024, our company completed the acquisition of its tenant in common partner’s 16% ownership interest in the Hanover Square Outparcel through a wholly-owned subsidiary.
The purchase price was determined by an independent, third-party appraisal obtained by our company. Pursuant to our Related Person Transaction Policy (the “Related Person Transaction Policy”), our Board’s Audit Committee determined that the terms of the transaction were those that would normally be agreed upon in an arms-length transaction and approved this transaction.
Other expense for the year ended December 31, 2024 consisted of $56,325 in expense related to the fair value change of the interest rate cap.
Other Expense During the year ended December 31, 2025, other expense was $224,777, which consisted of $180,751 in loss related to the fair value change of the interest rate cap and $44,026 in unrealized loss on crypto assets.
Investing Activities During the year ended December 31, 2024, our cash provided by investing activities was $2,062,407, compared to cash used in investing activities of $1,483,117 during the year ended December 31, 2023, an increase in cash provided by investing activities of $3,545,524. ​ During the year ended December 31, 2024, cash provided by investing activities consisted of $3,110,149 in cash received from the disposal of the Hanover Square Shopping Center Property, which was partially offset by cash used in investing activities consisting of $902,397 in capitalized expenditures, including $159,349 in building improvements, $52,212 in site improvements, $316,878 in leasing commissions and $373,958 in tenant improvements, $145,345 for the acquisitions of the Citibank Property and the noncontrolling owner’s interest in the Hanover Square Outparcel.
During the year ended December 31, 2024, cash provided by investing activities consisted of $3,110,149 in cash received from the disposal of the Hanover Square Shopping Center Property, offset by cash used in investing activities consisting of $145,345 in investment property acquisitions, including $100,891 in cash paid for the acquisition of the noncontrolling owner’s 16% interest in the Hanover Square Outparcel and $44,454 paid in cash for closing costs related to the Citibank Property acquisition, and $902,397 in capitalized expenditures, including $159,349 in building improvements, $52,212 in site improvements, $316,878 in leasing commissions and $373,958 in tenant improvements . ​ The non-cash investing activity for the year ended December 31, 2025, that did not affect our cash provided by investing activities was the issuance of $5,765,000 of OP Units, including $2,620,000 of OP Units for the acquisitions of the Buffalo Wild Wings Property and $3,145,000 of OP Units for the United Rentals Property, the transfer of $27,080,926 from investment properties, net, to assets held for sale, the transfer of $960,876 of intangible lease assets, net, to assets held for sale, the transfer of $529,681 of intangible lease liabilities, net, to liabilities held for sale, and accrued but unpaid capital expenditures of $62,658 as of December 31, 2025. ​ 56 Table of Contents The non-cash investing activity for the year ended December 31, 2024, that did not affect our cash provided by investing activities, was the issuance of $2,400,000 of OP Units for the acquisition of the Citibank Property.
Our company incurred $47,430 of closing costs which were capitalized and added to the tangible assets acquired. The seller of the Buffalo Wild Wings Property was CWS BET Seattle L.P. LLC, a company controlled and owned by Frank Kavanaugh, our company’s President and Chief Executive Officer and Chairman of the Board.
The general partner of CWS BET Seattle, LP is Fort Ashford Funds, LLC, a California limited liability company controlled and owned by Frank Kavanaugh, our Company’s President and Chief Executive Officer and the Chairman of the Board. The Buffalo Wild Wings Property, built in 2018, was 100% leased to Buffalo Wild Wings as of December 31, 2025.
(7) The NAREIT White Paper provides guidance for the treatment of impairment write-downs.
(6) As defined in the NAREIT White Paper, FFO specifically excludes gains and losses from the sale of certain real estate assets. (7) The NAREIT White Paper provides guidance for the treatment of impairment write-downs.
Our company serves as the general partner of Medalist Diversified Holdings, LP which was formed as a Delaware limited partnership on September 29, 2015. Our company was formed to acquire, reposition, renovate, lease and manage income-producing properties.
We revoked our REIT election effective January 1, 2026. Medalist Diversified, Inc. serves as the general partner of Medalist Diversified Holdings, LP which was formed as a Delaware limited partnership on September 29, 2015. On March 2, 2026, we changed our name from Medalist Diversified REIT, Inc. to Medalist Diversified, Inc. in connection with our revocation of our REIT status.
The Buffalo Wild Wings Property, built in 1993 and subsequently renovated in 2018, is 100% leased to Buffalo Wild Wings, LLC. The purchase price for the Buffalo Wild Wings Property was $2,620,000 paid through the issuance of 206,900 OP Units at a price of $12.50 per OP Unit. Our company’s total investment was $2,667,430.
The purchase price for the Buffalo Wild Wings Property was $2,620,000 paid through the issuance of 209,600 OP Units at a price of $12.50 per OP Unit. The purchase price was determined by an independent, third-party appraisal obtained by the Company.
During the year ended December 31, 2023, our cash used by financing activities consisted of $1,085,480 in principal payments for our company’s mortgages, $383,665 in dividends and distributions and $4,999 to retire fractional shares resulting from the reverse stock split, offset by $1,000,000 in proceeds from the line of credit, short term. ​ Future Liquidity Needs Liquidity for general operating needs and our company’s investment properties is generally provided by the rental receipts from our retail properties, flex center properties and STNL properties, if any.
There was no non-cash financing activity for the year ended December 31, 2024. Future Liquidity Needs Liquidity for general operating needs and our investment properties is generally provided by the rental receipts from our retail properties, flex center properties and STNL properties, if any.
The non-cash investing activity for 53 Table of Contents the year ended December 31, 2023, that did not affect our cash provided by investing activities, was the transfer of investment properties, net, to assets held for sale, net of $9,707,154. ​ Financing Activities ​ During the year ended December 31, 2024, our cash used by financing activities was $1,595,413 compared to cash used by financing activities of $474,144 during the year ended December 31, 2023, an increase in cash used by financing activities of $1,121,269.
Financing Activities During the year ended December 31, 2025, our cash provided by financing activities was $3,510,442 compared to cash used by financing activities of $1,595,413 during the year ended December 31, 2024, an increase in cash provided by financing activities of $5,105,855.

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