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[8-K] MEDIFAST INC Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Medifast, Inc. reports a senior legal leadership change. Effective May 29, 2026, Jason L. Groves, Esq., the company’s Chief Legal Officer & Corporate Secretary, resigned from his position.

On May 31, 2026, Mr. Groves and Medifast entered into a Separation Agreement. He will receive a one-time lump sum cash severance payment equal to one month of his annual base salary, less applicable taxes and withholdings, contingent on his non-revocation of the agreement and compliance with its terms. The company states that his departure was not due to any disagreement over operations, policies or practices, and it has begun searching for a permanent replacement.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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0000910329FALSE00009103292026-06-012026-06-010000910329exch:XNYS2026-06-012026-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2026
MEDIFAST, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3157313-3714405
(State or other
jurisdiction of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1501 S. Clinton Street, Suite 500, Baltimore, Maryland 21224
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 581-8042
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
MED
New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o



Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;                         Compensatory Arrangements of Certain Officers.

Effective as of May 29, 2026, Jason L. Groves, Esq., the Chief Legal Officer & Corporate Secretary of Medifast, Inc. (the “Company”), tendered his resignation from the Company. On May 31, 2026, Mr. Groves and the Company entered into a separation and release agreement (the “Separation Agreement”) pursuant to which Mr. Groves will receive a one-time lump sum cash severance payment equal to one month of his annual base salary, less applicable taxes and withholdings, which payment is subject to Mr. Groves’ non-revocation of the Separation Agreement and compliance with the terms and conditions set forth therein. The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

Mr. Groves' departure was not the result of any disagreement with the Company nor any issue related to the Company's operations, policies or practices.

In connection with Mr. Groves' departure, the Company has commenced a search for a permanent replacement.
Item 9.01.    Financial Statements and Exhibits.
(d)
Exhibits.
10.1
Separation Agreement by and between Jason Groves and Jason Pharmaceuticals, Inc.
104.1Cover Page Interactive Data File (embedded within the Inline XBRL Document)


Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEDIFAST, INC.
By:/s/ James P. Maloney
James P. Maloney
Chief Financial Officer
Dated: June 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did Medifast (MED) disclose in this 8-K?

Medifast disclosed that Jason L. Groves, Esq., its Chief Legal Officer & Corporate Secretary, resigned effective May 29, 2026. His departure is described as unrelated to any disagreement over the company’s operations, policies, or practices.

When was Medifast’s separation agreement with Jason Groves signed?

The separation agreement between Medifast and Jason L. Groves was signed on May 31, 2026. This agreement governs his departure terms, including severance and ongoing obligations after leaving the company.

What severance will Jason Groves receive from Medifast (MED)?

Jason L. Groves will receive a one-time lump sum cash severance payment equal to one month of his annual base salary, less required taxes and withholdings, subject to his non-revocation of the separation agreement and compliance with its terms.

Did Jason Groves leave Medifast due to a disagreement with the company?

The company states that Jason L. Groves’ departure was not the result of any disagreement with Medifast, nor related to its operations, policies, or practices. This suggests a routine leadership transition from the company’s perspective.

Where can investors find the full separation agreement for Jason Groves?

The full separation agreement between Jason L. Groves and Jason Pharmaceuticals, Inc. is filed as Exhibit 10.1 to the report. It is incorporated by reference and provides complete legal and compensation details.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents