| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Medalist Diversified REIT, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
P. O. Box 8436, Richmond,
VIRGINIA
, 23226. |
| Item 2. | Identity and Background |
|
| (a) | Marc Carlson |
| (b) | 26162 Calle Roberto, San Juan Capistrano, CA 92675 |
| (c) | Managing Director, 3 Points Partners, 26162 Calle Roberto, San Juan Capistrano, CA 92675 |
| (d) | During the last five years, the Reporting Person has not been convicted in any criminal proceedings. |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. |
| (f) | US |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On August 29, 2025, the Reporting Person entered into that certain Stock Purchase Agreement (the "Stock Purchase Agreement") with Francis Kavanaugh, pursuant to which, upon the terms and conditions set forth therein, the Reporting Person agreed to sell, and Francis Kavanaugh agreed to acquire, 80,000 shares of Common Stock for an aggregate purchase price of $1,000,000. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended to incorporate the amendments set forth in Item 3 to this Amendment No. 1 to Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 21,039 shares representing 1.4% of the shares of Common Stock outstanding. |
| (b) | The Reporting Person has the sole power to vote and dispose of all 21,039 shares of Common Stock beneficially owned by him. |
| (c) | Except as described in this Schedule 13D, the Reporting Person has not effectuated any other transactions involving the Common Stock in the last 60 days. |
| (d) | To the best knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person. |
| (e) | August 29, 2025 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure to Item 6:
On August 29, 2025, the Reporting Person and Francis Kavanaugh entered into the Stock Purchase Agreement described in Item 3 above. |
| Item 7. | Material to be Filed as Exhibits. |
| | None. |
(a)