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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001271775 XXXXXXXX LIVE 8 Common Stock 11/14/2025 false 0001654595 58403P402 Medalist Diversified REIT, Inc. P. O. Box 8436 Richmond VA 23226 Brent Winn 804-338-7708 P. O. Box 8436, Richmond VA 23226 0001271775 N Francis P. Kavanaugh PF N X1 836169.97 0.00 836169.97 0.00 836169.97 N 48.49 IN (1) Share amounts for Sole Voting Power, Sole Dispositive Power and Aggregate amount beneficially owned include common units of limited partnership interest ("OP Units") in Medalist Diversified Holdings, L.P., the operating partnership (the "Operating Partnership") of Medalist Diversified REIT, Inc., a Maryland corporation (the "Issuer") owned by the Reporting Person either directly or indirectly, through BET Trust Dated March 11, 1999 ("BET Trust"), of which the Reporting Person is trustee and has sole voting and dispositive power, that are either currently convertible into shares of the Issuer's common stock, $0.01 par value per share (the "Common Stock") or are convertible into Common Stock within 60 days or shortly thereafter, which includes 14,546.97 OP Units that will become redeemable as of January 15, 2026, and 209,600 OP Units that will become redeemable as of January 24, 2026. BET Trust disclaims beneficial ownership of the Shares that may be issuable upon exchange of the OP Units. The OP Units are redeemable for cash equal to the then fair market value of one share of Common Stock, except that the Operating Partnership may, at its election, cause the Issuer to acquire some or all of the OP Units so presented on a one-for-one basis for shares of the Common Stock. Between November 12, 2025 and November 14, 2025, the Reporting Person purchased 25,959 shares of Common Stock, purchasing 6 shares of Common Stock and 5,953 shares of Common Stock on the open market on November 12, 2025 and November 13, 2025, respectively, and 20,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement dated as of November 14, 2025. On November 14, 2025, the Reporting Person exchanged 2,405 shares of Common Stock on a one-for-one basis for an aggregate of 2,405 OP Units (the "Exchange"), with such OP Units becoming redeemable on November 14, 2026. Following the Exchange, the Reporting Person directly owns 221,574 shares of Common Stock. (2) The percentage of the class was calculated based on 1,724,595.97 shares of Common Stock outstanding as of November 6, 2025, which includes (i) 19,348.50 OP Units that became redeemable on January 17, 2025, (ii) 208,695.5 OP Units that became redeemable on March 28, 2025, (iii) 160,000 OP Units that became redeemable on October 11, 2025, (iv) 14,546.97 OP Units that will become redeemable as of January 15, 2026, and (v) 209,600 OP Units that will become redeemable as of January 24, 2026. This Amendment No. 8 to Schedule 13D amends and supplements the statement on Schedule 13D initially filed on January 31, 2023 by Francis P. Kavanaugh, as amended by that certain Amendment No. 1 to Schedule 13D filed on June 21, 2023, that certain Amendment No. 2 to Schedule 13D filed on June 27, 2023, that certain Amendment No. 3 to Schedule 13D filed on January 27, 2025, that certain Amendment No. 4 to Schedule 13D filed on February 25, 2025, that certain Amendment No. 5 to Schedule 13D filed on August 11, 2025, that certain Amendment No. 6 to Schedule 13D filed on August 27, 2025 and that certain Amendment No. 7 to Schedule 13D filed on September 3, 2025 (collectively, the "Schedule 13D"). Common Stock Medalist Diversified REIT, Inc. P. O. Box 8436 Richmond VA 23226 Francis P. Kavanaugh The principal business address for the Reporting Person is 107 Via Florence, Newport Beach, CA 92663. The principal business of the Reporting Person is President and Chief Executive Officer of Medalist Diversified REIT, Inc. engaged in the investment and management of commercial real estate with a mailing address of P. O. Box 8436, Richmond, VA 23226. No No US Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 3: Between November 12, 2025 and November 14, 2025, the Reporting Person purchased 25,959 shares of Common Stock, purchasing 6 shares of Common Stock and 5,953 shares of Common Stock on the open market on November 12, 2025 and November 13, 2025, respectively, and 20,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement dated as of November 14, 2025. The information set forth in Items 3, 5 and 6 hereof are hereby incorporated by reference into this Item 4, as applicable. In addition, Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 4: On November 14, 2025, the Reporting Person entered into that certain stock purchase agreement with Marc Carlson, pursuant to which, among other things, the Reporting Person agreed to purchase, and Marc Carlson agreed to sell, 20,000 shares of Common Stock for an aggregate purchase price of $270,000 (the "Stock Purchase Agreement"). The Reporting Person has voting and dispositive power over 836,169.97 shares of Common Stock of the Issuer, which represents approximately 48.49% of the total issued and outstanding shares of Common Stock of the Issuer based upon 1,724,595.97 shares of Common Stock outstanding at November 6, 2025, as reported by the Issuer, which includes (i) 19,348.50 OP Units that became redeemable on January 17, 2025, (ii) 208,695.5 OP Units that became redeemable on March 28, 2025, (iii) 160,000 OP Units that became redeemable on October 11, 2025, (iv) 14,546.97 OP Units that will become redeemable as of January 15, 2026, and (v) 209,600 OP Units that will become redeemable as of January 24, 2026. The OP Units are redeemable for cash equal to the then fair market value of one share of the Common Stock, except that the Operating Partnership may, at its election, cause the Issuer to acquire some or all of the OP Units so presented on a one-for-one basis for shares of the Common Stock. 836,169.97 On November 14, 2025, the Reporting Person exchanged 2,405 shares of Common Stock on a one-for-one basis for an aggregate of 2,405 OP Units, with such OP Units becoming redeemable on November 14, 2026. Between November 12, 2025 and November 14, 2025, the Reporting Person purchased 25,959 shares of Common Stock, purchasing 6 shares of Common Stock and 5,953 shares of Common Stock on the open market on November 12, 2025 and November 13, 2025, respectively, and 20,000 shares of Common Stock from Marc Carlson pursuant to a stock purchase agreement dated as of November 14, 2025. None Not applicable Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 6: On November 14, 2025, the Reporting Person and Marc Carlson entered into the Stock Purchase Agreement described in Item 4 to this Amendment No. 8. None. Francis P. Kavanaugh /s/ Francis P. Kavanaugh Francis P. Kavanaugh 11/18/2025