2.Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and any single member limited liability companies or other entities which are consolidated in accordance with U.S. GAAP. The Company consolidates variable interest entities (“VIEs”) where it is the primary beneficiary. All intercompany balances are eliminated in consolidation.

Variable Interest Entities

The Company evaluates its interests in other entities to determine if the entity is a variable interest entity (“VIE”). For an entity in which the Company has acquired an interest, the entity will be considered a VIE if either of the following characteristics are met: (i) the entity lacks sufficient equity to finance its activities without additional subordinated financial support, or (ii) the entity’s equity holders, as a group, lack the characteristics of a controlling financial interest.

If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance (“Control”) and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity (“Benefits”).

The Company evaluates all its investments in real estate-related assets to determine if they are VIE’s utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether an entity qualifies as a VIE and whether to consolidate such entity.

Equity Method Investments

Real estate investments in which we have significant noncontrolling influence and VIEs where we are not the primary beneficiary are accounted for under the equity method.  Equity method investments in unconsolidated real estate entities are recorded at cost and adjusted each period for the Company’s share of net earnings or losses and distributions.

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The Company also assesses potential impairment of investments in unconsolidated real estate entities whenever events or changes in circumstances indicate that the fair value of the investment is less than its carrying value. No impairment losses were recognized for the three and six months ended June 30, 2026 related to our investments in unconsolidated real estate entities.

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Investment Properties

Accounting Standards Codification (“ASC”) 805 mandates that “an acquiring entity shall allocate the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at date of acquisition.” ASC 805 results in an allocation of acquisition costs to both tangible and intangible assets associated with income producing real estate. 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.

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 Company records depreciation on buildings and improvements utilizing the straight-line method over the estimated useful life of the asset, generally 4 to 40 years. The Company reviews depreciable lives of investment properties periodically and makes adjustments to reflect a shorter economic life, when necessary. Capitalized leasing commissions and tenant improvements incurred and paid by the Company subsequent to the acquisition of the investment property are amortized utilizing the straight-line method over the term of the related lease. Amounts allocated to buildings are depreciated over the estimated remaining life of the acquired building or related improvements.

Acquisition and closing costs are capitalized as part of each tangible asset on a pro rata basis. Improvements and major repairs and maintenance are capitalized when the repair and maintenance substantially extend the useful life, increase capacity or improve the efficiency of the asset. All other repair and maintenance costs are expensed as incurred.

Assets Held for Sale

The Company may decide to sell properties that are held as investment properties. The accounting treatment for the disposal of long-lived assets is covered by ASC 360.  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. Delays in the time required to complete a sale do not preclude a long-lived asset from continuing to be classified as held for sale beyond the initial one-year period if the delay is caused by events or circumstances beyond an entity’s control and there is sufficient evidence that the entity remains committed to a qualifying plan to sell the long-lived asset.  

Properties classified as held for sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. When the carrying value exceeds the fair value, less estimated costs to sell, an impairment charge is recognized. 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.  Level 2 inputs are quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s  investment properties are measured at fair value using Level 2 inputs.  Under ASC 360, depreciation of assets held for sale is discontinued.

In February 2025, the Company committed to a plan to sell the asset group associated with the Hanover Square Outparcel and reclassified the assets held for sale.  Until June 30, 2026, the Company believed that the fair value, less costs to sell, exceeded the Company’s carrying cost. However, after prolonged efforts to sell the Hanover Square Outparcel, on June 30, 2026 the Company believed that the Company’s carrying cost exceeded the fair value, less costs to sell and, as a result, the Company recorded a loss on impairment of assets held for sale of $247,367 for the three and six months ended June 30, 2026.  

In June 2025, the Company committed to a plan to sell the asset group associated with the Salisbury Marketplace Property and reclassified the assets and related mortgage payable, net as assets held for sale and liabilities associated with assets held for sale, respectively.  The Company completed the sale of the Salisbury Marketplace Property on October 23, 2025 (see Note 3, below).  

As of July 18, 2025, the date the Company acquired the Tesla Pensacola Property, the Company had committed to a plan to contribute the Tesla Pensacola Property to its first DST and to sell beneficial interests in the DST.  The Company’s plan was for an asset group that includes the land, site improvements, building, building improvements, tenant improvements, capitalized leasing commissions, and intangible lease assets and liabilities associated with the Tesla Pensacola Property.  As of September 30, 2025, the Company determined that the carrying value of the Tesla Pensacola Property exceeded its fair value, less estimated costs to sell, by $120,000, which is recorded as loss on impairment of assets held for sale on the Company’s condensed consolidated statements of operations. The Company based its estimate of the fair value of the Tesla Pensacola Property on the proposed contribution value of the Tesla Pensacola Property to the DST, which is equal to the Company’s acquisition cost, a level 2 input. The fair value measurement date was as of September 30, 2025 (see Note 3, below).  On November 7, 2025, the Company completed the contribution of the Tesla Pensacola Property to XXV DST for 100% of the class 2 beneficial ownership interests in XXV DST.  As of June 30, 2026, the Company had sold 84.7% of class 1 beneficial interests in XXV DST.  

In August 2025, the Company committed to a plan to sell the asset group associated with the Greenbrier Business Center Property and reclassified the assets and related mortgage payable, net as assets held for sale and liabilities associated with assets held for sale, respectively. The Company completed the sale of the Greenbrier Business Center Property on February 13, 2026. (see Note 3, below).  

In December 2025, the Company committed to a plan to sell the asset group associated with the Parkway Property and reclassified the assets and related mortgage payable, net as assets held for sale and liabilities associated with assets held for sale, respectively. The Company completed the sale of the Parkway Property on February 27, 2026. (see Note 3, below).  

In February 2026, the Company committed to a plan to sell the asset group associated with the Franklin Square Property and reclassified the assets and related mortgage payable, net as assets held for sale and liabilities associated with assets held for sale, respectively. The Company completed the sale of the Franklin Square Property on March 30, 2026. (see Note 3, below).

In May 2026, the Company committed to a plan to sell the asset group associated with the Ashley Plaza Property and reclassified the assets, intangible liabilities and the related mortgage payable, net, as assets held for sale and liabilities associated with assets held for sale, respectively.  The fair value of the Ashley Plaza Property, based on the purchase price included in the purchase and sale

agreement, exceeded the carrying value of the Ashley Plaza Property.  Accordingly, the Company did not record any loss on impairment of assets held for sale for the Ashley Plaza Property.  

In June 2026, the Company committed to a plan to sell the asset group associated with the Citibank Property and reclassified the assets and liabilities as assets held for sale and liabilities associated with assets held for sale, respectively. During June 2026, the Company determined that the carrying value of the Citibank Property exceeded its fair value, less estimated costs to sell, by $217,960, which is recorded as loss on impairment of assets held for sale on the Company’s condensed consolidated statements of operations. The Company based its estimate of the fair value of the Citibank Property on the purchase price included in the purchase and sale agreement, a level 2 input. The fair value measurement date was as of May 31, 2026. The Company completed the sale of the Citibank Property on June 24, 2026 (see Note 3, below).

Intangible Lease Assets and Liabilities, net

The Company determines, through the ASC 805 evaluation, the above and below market lease intangibles upon acquiring a property. 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 Company amortizes amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. The analysis is conducted on a lease-by-lease basis.

During the three months ended June 30, 2026, the Company wrote off intangible lease assets and liabilities associated with assets held for sale resulting from the sale of the Citibank Property (as discussed in Note 3) and the deconsolidation of the XXV DST entity (as discussed in Note 4).  During the six months ended June 30, 2026, the Company wrote off intangible lease assets and liabilities associated with assets held for sale resulting from the sale of the Greenbrier Business Center, Franklin Square and Citibank Properties, and the deconsolidation of the XXV DST entity.

No such write-offs were recorded during three and six months ended June 30, 2025.  

Details of the deferred costs, net of amortization, arising from the Company’s purchases of its investment properties are as follows:

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As of June 30, 2026 and December 31, 2025, the Company’s intangible assets and liabilities associated with assets held for sale were as follows:

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Capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. Capitalized below-market lease values are amortized as an increase to rental income over the remaining terms of the respective leases. Adjustments to rental revenue related to the above and below market leases during the three and six months ended June 30, 2026 and 2025:

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Amortization of lease origination costs, leases in place and legal and marketing costs represent a component of depreciation and amortization expense. Amortization related to these intangible assets during the three and six months ended June 30, 2026 and 2025, respectively, were as follows:

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As of June 30, 2026 and December 31, 2025, the Company’s accumulated amortization of lease origination costs, leases in place and legal and marketing costs totaled $143,004 and $1,646,629, respectively. During the three and six months ended June 30, 2026 the Company wrote off $0 and $511,288, respectively, in accumulated amortization related to fully amortized intangible lease assets.  During the three and six months ended June 30, 2025 the Company wrote off $0 and $225,466, respectively, in accumulated amortization related to fully amortized intangible lease assets.  During three and six months ended June 30, 2026, the Company transferred $1,027,197 and $1,101,930, respectively, in accumulated amortization associated with the Franklin Square, Ashley Plaza and Citibank Properties and Salisbury Marketplace Property to assets held for sale.  During the three and six months ended June 30, 2025 the Company transferred $352,773 in accumulated amortization associated with the Salisbury Marketplace Property to assets held for sale.

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Future amortization of above and below market leases, lease origination costs, leases in place, legal and marketing costs and tenant relationships is as follows:

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Impairment of Investment Properties and Intangible Lease Assets

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The Company reviews its investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable, but at least annually. These circumstances include, but are not limited to, declines in the property’s cash flows, occupancy and fair market value. The Company measures any impairment of investment property when the estimated undiscounted cash flows plus its residual value, is less than the carrying value of the property. To the extent impairment has occurred, the Company charges against income the excess of the carrying value of the property over its estimated fair value. The Company estimates fair value using unobservable data such as projected future operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. The Company may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. The Company did not record any impairment adjustments to its investment properties resulting from events or changes in circumstances during the three and six months ended June 30, 2026 and 2025, that would result in the projected value of the Company’s investment properties being below their carrying value.

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However, tenant defaults and early lease terminations can also result in the recognition of impairment.  As a result of certain tenant-specific events, the Company recorded a loss on impairment during the three and six months ended June 30, 2025 of $5,700 and $67,503 respectively. No such loss on impairment was recorded for the three and six months ended June 30, 2025.

Conditional Asset Retirement Obligation

A conditional asset retirement obligation represents a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement depends on a future event that may or may not be within the Company’s control. 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. Environmental studies conducted at the time the Company acquired its properties did not reveal any material environmental liabilities, and the Company is unaware of any subsequent environmental matters that would have created a material liability.

The Company believes that its properties are currently in material compliance with applicable environmental, as well as non-environmental, statutory and regulatory requirements. The Company did not record any conditional asset retirement obligation liabilities during the three and six months ended June 30, 2026 and 2025.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents consist primarily of cash held in money market funds. Financial instruments that potentially subject the Company to concentrations of credit risk include its cash and equivalents and its trade accounts receivable.

The Company places its cash and restricted cash held by the Company on deposit with financial institutions in the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s credit loss in the event of

failure of these financial institutions is represented by the difference between the FDIC limit and the total amounts on deposit. Management monitors the financial institutions’ credit worthiness in conjunction with balances on deposit to minimize risk. As of June 30, 2026, the Company held two cash accounts at separate financial institutions with combined balances that exceeded the FDIC limit by $3,368,012. 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.

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. As of June 30, 2026 and December 31, 2025, the Company reported $59,929 and $258,899, 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 June 30, 2026 and December 31, 2025, the Company reported $243,889 and $139,674, respectively, in escrow deposits.

Capital reserves are restricted cash balances held by lenders for capital improvements, leasing commissions and tenant improvements. As of June 30, 2026 and December 31, 2025, the Company reported $741,596 and $1,103,533, respectively, in capital property reserves.

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Fair Value Measurements

The Company evaluates assets and liabilities subject to fair value measurements on a recurring and non-recurring basis to determine the appropriate level to classify them for each reporting period. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:

See Note 9 for additional information.

Investment in Marketable Securities

The Company accounts for its investment in equity securities with a readily determinable fair value in accordance with the guidance in ASC 321, Investments – Equity Securities. The Company presents unrealized gains and losses related to the equity securities, within other income (expense) in its condensed consolidated statements of operations. See Note 9 for additional information.

Crypto Assets (Bitcoin)

The Company accounts for its crypto asset holdings in accordance with Accounting Standards Update (ASU) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).  Under ASU 2023-08, crypto assets are measured at fair value, with realized and unrealized changes in fair value recognized in net income each reporting period. Fair value is determined using Level 1 inputs. See Note 9 for additional information. Crypto assets are classified as other intangible assets on the Company’s condensed consolidated balance sheet. The Company does not amortize crypto

assets and does not assess crypto assets for impairment under this standard, as gains and losses are recorded through the income statement. Gains and losses are recorded under other income or other expense, as appropriate, on the Company’s condensed consolidated statements of operations.

A reconciliation of the Company’s crypto asset activity for the six months ended June 30, 2026 and 2025 is as follows:

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Share Retirement

ASC 505 provides guidance on accounting for share retirement and establishes two alternative methods for accounting for the purchase price paid in excess of par value. The Company has elected the method by which the excess between par value and the purchase price, including costs and fees, is recorded to additional paid in capital on the Company’s condensed consolidated balance sheets.

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Revenue Recognition

Investment Property Revenues

The Company recognizes minimum rents from its investment properties on a straight-line basis over the terms of the respective leases which results in an unbilled rent asset being recorded on the condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the Company reported $539,173 and $1,272,531, 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). The Company includes these reimbursements, along with other revenue derived from late fees and seasonal events, on the condensed consolidated statements of operations under the captions "Investment property revenues”. This significantly reduces the Company’s exposure to increases in costs and operating expenses resulting from inflation or other outside factors. The Company accrues reimbursements from tenants for recoverable portions of all these expenses as revenue in the period the applicable expenditures are incurred. 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. The Company also receives payments for these reimbursements from substantially all its tenants on a monthly basis throughout the year.

The Company recognizes differences between previously estimated recoveries and the estimated final billed amounts in the year in which the amounts become final. Since these differences are determined annually under the leases and accrued as of December 31 in the year earned, no such revenues were recognized during the three and six months ended June 30, 2026 and 2025.

The Company recognizes lease termination fees in the period that the lease is terminated and collection of the fees is reasonably assured. Upon early lease termination, any unrecovered intangibles and other assets are written off as a loss on impairment (See Impairment, above.).  The Company did not receive any lease termination fees during the three and six months ended June 30, 2026 or during the three months ended June 30, 2025.  During the six months ended June 30, 2025, the Company received a $103,529 termination fee from a tenant in the Company’s Franklin Square Property.  The Company recorded this lease termination fee as other income on the Company’s condensed consolidated statements of operations for the six months ended June 30, 2025.

DST Sponsorship Program Revenues

DST Sponsorship revenues consist of acquisition fees, asset management fees, disposition fees, cost reimbursement fees and other fees from the Company’s DST Program.  Acquisition fees and cost reimbursement fees are generally recognized upon the completion of the sale of the beneficial interests in a DST.  Asset management fees are recognized monthly as the related services are provided. Disposition fees are generally recognized upon the sale of the underlying DST property, when the Company's performance obligations have been satisfied, and are generally subordinated to the DST investors' return of capital.

Rent and Other Receivables

Rent and other receivables include tenant receivables related to base rents and tenant reimbursements. Rent and other receivables do not include receivables attributable to recording rents on a straight-line basis, which are included in unbilled rent, discussed above. The Company determines an allowance for the uncollectible portion of accrued rents and accounts receivable based upon customer credit worthiness (including expected recovery of a claim with respect to any tenants in bankruptcy), historical bad debt levels, and current economic trends. The Company considers a receivable past due once it becomes delinquent per the terms of the lease. A past due receivable triggers certain events such as notices, fees and other allowable and required actions per the lease. As of June 30, 2026 and December 31, 2025, the Company’s allowance for uncollectible rent totaled $0, based on management’s review of individual tenants’ outstanding receivables.  Management determined that no additional general reserve is considered necessary as of June 30, 2026 and December 31, 2025.

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. In order to maintain REIT status, the regulations require a REIT to distribute at least 90% of its taxable income to stockholders and meet certain other asset and income tests, as well as other requirements. The Company believes that it operated in a manner that met these requirements during those taxable years.

Effective on January 1, 2026, Medalist terminated its election to be taxed as a REIT and will be subject to tax at regular corporate rates. The Company may not re-elect to be taxed as a REIT for five years.

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more-likely-than-not that all or a portion of the deferred tax asset will not be realized.

Management uses a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties and financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense.

The Company is subject to taxation in various jurisdictions in the United States and remains subject to examination by taxing jurisdictions for 2020 and all subsequent periods.

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 condensed consolidated financial statements, and revenues and expenses during the reported period. The Company’s actual results could differ from these estimates.

Reclassifications

Certain reclassifications have been made in the condensed consolidated financial statements to conform to the 2026 presentation.  Specifically, the Company has combined operating revenue and operating expenses previously reported as three separate

operating segments (retail, flex, and STNL) into a single operating segment (investment properties).  These reclassifications had no effect on previously reported total assets, liabilities, stockholders’ equity, revenues, expenses, net loss, or cash flows.

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 condensed consolidated balance sheets but separate from the Company’s equity. On the condensed consolidated statements of operations, the subsidiaries are reported at the consolidated amount, including both the amount attributable to the Company and noncontrolling interests. The Company’s condensed consolidated statements of changes in stockholders’ equity includes beginning balances, activity for the period and ending balances for stockholders’ equity, noncontrolling interests and total equity.

The first noncontrolling interest is in the Parkway Property, which was sold on February 27, 2026, in which the Company owned an 82% tenancy in common interest through its subsidiary and an outside party owned an 18% tenancy in common interest. The Parkway Property's net income (loss) is allocated to the noncontrolling ownership interest based on its 18% ownership.  During the three and six months ended June 30, 2026, 18% of the Parkway Property’s net income of $9,182 and $1,027,731, or $1,652 and $184,990, respectively, was allocated to the noncontrolling ownership interest.  During the three and six months ended June 30, 2025, 18% of the Parkway Property’s net loss of $8,482 and $33,572, or $1,526, and $6,043, respectively, was allocated to the noncontrolling ownership interest.  

The second noncontrolling interest is in the XXV DST subsidiary. During the six months ended June 30, 2026 the Company sold 84.7% of its beneficial interest in the XXV DST subsidiary to outside, unrelated parties. During the three and six months ended June 30, 2026, a weighted average of 33.05% and 27.76% of the XXV DST’s net income of $235,948 and $438,879, or $77,991 and $121,818, respectively, was allocated to the noncontrolling owners. No such allocations were recorded during the three and six months ended June 30, 2025.  As of June 30, 2026, as a result of the Company’s deconsolidation of the XXV DST, the full amount of the XXV DST’s noncontrolling interest, or $6,823,648, was removed from the Company’s condensed consolidated balance sheet.  (See Note 4 for further details.)

The third noncontrolling ownership interest consists of the common units of the Operating Partnership (the “OP Units”) that are not held by Medalist. On January 15, 2025, the Company issued 14,547 OP Units to Francis P. Kavanaugh, representing a portion of his 2025 compensation. On January 24, 2025, the Company issued 209,600 OP Units at a value of $12.50 per unit as consideration for the purchase of the Buffalo Wild Wings Property. On February 21, 2025, the Company issued 251,600 OP Units at a value of $12.50 per unit as consideration for the purchase of the United Rentals Property. On August 8, 2025 and November 14, 2025, the Company issued 240,004 and 2,405 OP Units, respectively to Francis P. Kavanaugh in exchange for 240,004 and 2,405 Common Shares, respectively.  On February 12, 2026, the Company redeemed 300,000 OP Units from Mr. Kavanaugh in exchange for 300,000 Common Shares and on April 16, 2026, the Company redeemed 200,000 OP Units from Mr. Kavanaugh in exchange for 200,000 Common Shares.  

As of June 30, 2026 and December 31, 2025, there were 611,021 and 1,111,021 OP Units outstanding, respectively, not held by Medalist. As of June 30, 2026 and December 31, 2025, respectively, 368,612 and 392,865 of the OP Units not held by Medalist were convertible to Common Shares.

The OP Units not held by Medalist represent 27.28% and 50.02% of the outstanding OP Units as of June 30, 2026 and December 31, 2025, respectively. The noncontrolling interest percentage is calculated at any point in time by dividing the number of OP Units not owned by the Company by the total number of OP Units outstanding. 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 Operating Partnership’s net income (loss) is allocated to the noncontrolling OP Unit holders based on their ownership interest.

During the three and six months ended June 30, 2026, a weighted average of 36.70% and 38.57% of the Operating Partnership’s net income of $362,131 and $13,123,162, or $132,920 and $5,061,715, respectively, was allocated to the noncontrolling unit holders. During the three and six months ended June 30, 2025, a weighted average of 39.10% and 42.74% of the Operating Partnership’s net loss of $324,299 and $260,337, or $126,807 and $111,266, respectively, was allocated to the noncontrolling OP Unit holders.

Recent Accounting Pronouncements

Upcoming Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):  Disaggregation of Income Statement Expenses.  The objective of ASU 2024-03 is to help investors better understand a company’s performance and prospects for future cash flows, as well as compare its performance over time with that of other companies.  To meet that objective, the update requires companies to provide a tabular disclosure in the notes to the financial statements that disaggregates all relevant expense captions in continuing operations on the face of the income statement into specific expenses, gains, and losses that are outlined in the guidance.  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.  The tabular presentation must also include a total for “other items” that are not required to be otherwise itemized for each relevant expense caption.  A qualitative description of the “other items” category must also be provided.  ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.  The Company is currently evaluating these disclosure requirements to determine their impact on its condensed consolidated financial statements.

Derivatives and Hedging

In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The new guidance is intended to more closely align hedge accounting with the economics of an entity’s risk management activities and better reflect those strategies in financial reporting. ASU 2025-09 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods and is to be adopted on a prospective basis. The Company is currently assessing the impact on its condensed consolidated financial statements.

Interim Reporting

In December 2025, the FASB issued ASC 2025-11, Interim Reporting (Topic 270) which aims to improve the navigability of ASC 270 and clarify when it applies. This includes adding a list of required interim disclosures and the addition of a requirement for reporting entities to disclose events occurring after the end of the last annual reporting period that have a material impact on the entity.  The ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current disclosure requirements. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and can be adopted either prospectively or retrospectively to any or all periods presented. The Company is currently evaluating these disclosure requirements to determine their impact on its condensed 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 condensed 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 condensed 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. The Company’s condensed 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.

In applying applicable accounting guidance, management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows, the Company’s obligations due over the next twelve months as well as the Company’s recurring business operating expenses.  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 condensed consolidated financial statements within the parameters set forth in the accounting guidance.