7.      Equity

The Company has authority to issue 1,000,000,000 shares consisting of 750,000,000 Common Shares, and 250,000,000 shares of preferred stock, $0.01 par value per share ("Preferred Shares"). Substantially all of the Company’s business is conducted through its Operating Partnership. Medalist is the sole general partner of the Operating Partnership and owned a 63.79% and 49.98% interest in the Operating Partnership as of March 31, 2026 and December 31, 2025, respectively. 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. 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.

Exchange of Common Shares for OP Units

On August 8, 2025 and November 14, 2025, the Company and the Operating Partnership entered into an exchange agreement (the “Exchange Agreement”) with Francis P. Kavanaugh, the Company’s President and Chief Executive Officer and the Chairman of the Board, pursuant to which Mr. Kavanaugh exchanged an aggregate of 240,004 shares of the Company’s Common Shares and 2,405 shares of the Company’s Common Shares on a one-for-one basis for an aggregate of 240,004 OP Units and 2,405 OP Units, respectively  (the “Exchange”).

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Common Stock Repurchase Plan

In December 2021, the Board approved a program to purchase up to 31,250 Common Shares in the open market, up to a maximum price of $76.80 per share. Under this authorization, the Company purchased 16,755 Common Shares at an average price of $16.61 per share in January 2022. In October 2023, the Board approved the purchase of an additional 100,000 shares. In March 2024, the Board authorized and adopted a 10b5-1 and Rule 10b-18 Stock Repurchase Agreement (the “10b5-1 Plan”) which, as amended, authorized the purchase of up to 35,265 shares at or below a price of $13.00 per share.  Under the 10b5-1 Plan, during the years ended December 31, 2025 (and prior to the 10b5-1 Plan’s expiration on May 15, 2025) and 2024, respectively,  the Company purchased 11,320 and 2,830 Common Shares. All repurchased Common Shares were retired in accordance with Maryland law. The authorization under the 10b5-1 Plan expired on May 15, 2025 and as of March 31, 2026, no further repurchases have been made.  

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Common Shares and Operating Partnership Units Outstanding

As of March 31, 2026 and December 31, 2025, respectively, there were 2,239,521 and 2,221,021 OP Units outstanding, respectively, with the Company owning 1,428,500 and 1,110,000 of these OP Units, respectively. The remaining 811,021 and 1,111,021, respectively, OP Units are held by noncontrolling, limited partners.  As of March 31, 2026 and December 31, 2025, respectively, there were 1,428,500 and 1,110,000 Common Shares of the Company outstanding, respectively. As of March 31, 2026 and December 31, 2025 there were 568,612 and 392,865, 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. The Equity Incentive Plan permits the grant of stock options, stock appreciation rights, stock awards, performance units, incentive awards and other equity-based awards (including LTIP units of the Company’s Operating Partnership) to its employees or an affiliate (as defined in the Equity Incentive Plan) of the Company and for up to the greater of (i) 15,000 Common Shares and (ii) eight percent (8%) of the number of fully diluted shares of the Company’s Common Shares (taking into account interests in the Operating Partnership that may become convertible into Common Shares).

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.  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.  The Company’s Chief Financial Officer elected to accept a portion of his 2025 compensation in the form of Common Shares, and the Compensation Committee approved a grant of 6,235 Common Shares in lieu of a portion of his 2025 cash compensation.  All Common Shares and OP Units were granted at $12.03 per share or unit, the closing price of the Company’s Common Shares on January 15, 2025. The Common Shares granted vested immediately and are unrestricted. The OP Units granted vested immediately but are not convertible to Common Shares until January 15, 2026. However, the Equity Incentive Plan includes other restrictions on the sale of shares issued under the Equity Incentive Plan. Because the Common Shares and OP Units vested immediately, the fair value of the grants, or $397,182, was recorded to share based compensation expense on the Company’s condensed consolidated statements of operations on the effective date of the grant. 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.

On January 28, 2026, the Company's Compensation Committee approved a grant of 9,500 Common Shares to the Company's four independent directors, and a grant of 1,000 Common Shares to a non-executive employee of the Company.  In addition, the Company’s President and Chief Executive Officer elected to accept a portion of his 2026 compensation in the form of Common Shares in lieu of cash, and the Compensation Committee approved a grant of 4,000 Common Shares in lieu of a portion of his 2026 cash compensation.  The Company’s Chief Financial Officer elected to accept a portion of his 2026 compensation in the form of Common Shares, and the Compensation Committee approved a grant of 4,000 Common Shares in lieu of a portion of his 2026 cash compensation.  All Common Shares and OP Units were granted at $12.12 per share or unit, the closing price of the Company’s Common Shares on January 28, 2026. The Common Shares granted vested immediately and are unrestricted. However, the Equity Incentive Plan includes other restrictions on the sale of shares issued under the Equity Incentive Plan. Because the Common Shares vested immediately, the fair

value of the grants, or $224,220, was recorded to share based compensation expense on the Company’s condensed consolidated statements of operations on the effective date of the grant. 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.

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. As of January 1, 2026, the shares available for issuance under the plan was adjusted to 54,223 shares. As of March 31, 2026, there are 35,723 shares available for issuance under the Equity Incentive Plan.

Earnings per Share

Basic earnings per share for the Company’s Common Shares is calculated by dividing income (loss) from continuing operations, excluding the net income (loss) attributable to noncontrolling interests, by the Company’s weighted-average number of Common Shares outstanding during the period. Diluted earnings per share is computed by dividing the net income attributable to common stockholders, excluding the net loss attributable to noncontrolling interests, by the weighted average number of Common Shares, including any dilutive shares. As of March 31, 2026 and 2025, respectively, there were 568,612 and 24,169 OP Units, respectively, held by noncontrolling, limited partners that were eligible to be converted, on a one-to-one basis, into Common Shares. For the three months ended March 31, 2025, the OP Units and the equivalent Common Shares attributable to the convertible debentures have been excluded from the Company’s diluted earnings per share calculation because their inclusion would be antidilutive.

The Company's income (loss) per common share is determined as follows:

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Dividends and Distributions

During the three months ended March 31, 2026, dividends in the amount of $0.0675 per share, were paid on January 13, 2026 to stockholders of record on January 8, 2026. During the three months ended March 31, 2025, dividends in the amount of $0.065 per share were paid on January 23, 2025 to stockholders of record on January 20, 2025.

Total dividends paid to holders of Common Shares and distributions to noncontrolling interests paid during the three months ended March 31, 2026 and 2025, respectively, are as follows:

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