{"url_path":"/sec/mdrr/8-k/2026-06-17/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1654595/0001104659-26-075174-index.html","accession_number":"0001104659-26-075174","cik":"0001654595","ticker":"MDRR","issuer_name":"Medalist Diversified, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1654595/0001104659-26-075174-index.html","primary_entity_key":"0001654595","primary_entity_name":"Medalist Diversified, Inc."},"word_count":281,"has_tables":true,"body_markdown":"**ITEM 5.03**\n\n**AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR**\n\n​\n\nOn June 16, 2026, Medalist Diversified, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation (the “Charter Amendment”), which includes provisions designed to protect the tax benefits of the Company’s net operating losses (“NOLs”) and net capital losses (“NCLs”).\n\n​\n\nThe Charter Amendment restricts certain transfers of the Company’s common stock in order to protect the tax benefits of the Company’s NOL and NCL carryforwards. The Charter Amendment transfer restrictions generally restrict any direct or indirect transfers of the Company’s common stock that would increase the direct or indirect ownership of the Company’s common stock by any Person (as defined in the Charter Amendment) from less than 4.9% to 4.9% or more of the Company’s common stock, or increase the percentage of the Company’s common stock owned directly or indirectly by a 4.9 Percent Shareholder (as defined in the Charter Amendment). Further, any direct or indirect transfer attempted in violation of the Charter Amendment will be void as of the date of the prohibited transfer as to the purported transferee.\n\n​\n\nA summary of the Charter Amendment was included as part of Proposal 4 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026. The summary of the Charter Amendment contained in the proxy statement and in this Current Report is qualified by and subject to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.\n\n​\n\n​"}