Every 8-K that Medifast, Inc. (MED) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MED and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MED filings page.
Medifast reported second quarter 2026 revenue of $76.4 million, a 27.6% decline from $105.6 million a year earlier, and a net loss of $3.1 million, or $0.28 per diluted share, compared with net income of $2.5 million, or $0.22 per share, in 2025.
The number of independent active earning coaches fell 48.7% to 11,700, reflecting pressure on client acquisition amid rapid adoption of GLP-1 medications for weight loss. Productivity improved, with average revenue per active earning coach rising 41.0% to $6,529. Gross profit was $53.4 million with a 69.9% margin, while SG&A expenses decreased to $57.7 million but increased to 75.6% of revenue.
Management highlighted transformation initiatives including the Trilivy brand, Reset Fuelings, the Medifast Metabolic Health Institute, and a new Catalyst cost-savings program focused on facility rationalization and AI-related efficiencies. The company held $169.8 million in cash, cash equivalents and investments with no debt and working capital of $160.5 million as of June 30, 2026. It expects Q3 2026 revenue of $60 million to $80 million and a loss per share of $0.15 to $0.65, and expects full-year 2026 revenue of $270 million to $300 million and a loss per share of $0.25 to $1.75, while management believes it is on track to return to profitability in the fourth quarter.
Medifast announced a major brand transformation, rebranding its OPTAVIA lifestyle brand as Trilivy, a comprehensive metabolic health system focused on broader metabolic health rather than only weight loss.
The Trilivy system is built around Metabolic Synchronization, which the company describes as targeting visceral fat, preserving lean mass and supporting muscle health. Cited clinical research reports a 14% reduction in visceral fat and retention of 98% of lean mass at 16 weeks on its plan, and up to 10x more weight and 17x more fat loss for participants using a coach-supported program versus attempting weight loss alone. The program is organized into three phases—Reset, Refine and Renew—and is supported by new Trilivy Reset Fuelings enhanced with MetaVantage Technology and a nationwide network of independent coaches.
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.
Medifast, Inc. reported stockholder approval of an amendment to its Amended and Restated 2012 Share Incentive Plan, adding authorization for 250,000 additional shares of common stock for equity awards. The amended plan became effective upon approval at the 2026 annual meeting.
The Board appointed Nicholas Johnson as Chief Executive Officer, succeeding Dan Chard, who transitions to non-executive Chairman. Johnson’s package includes a $600,000 annual base salary, a target annual bonus equal to 100% of base salary, and a long-term incentive target equal to 250% of base salary, a 69% increase versus his prior compensation as President.
Stockholders also re-elected all director nominees, ratified RSM US LLP as independent auditor for the 2026 fiscal year, approved executive compensation on an advisory basis, and approved the amended share incentive plan.
Medifast reported a weak first quarter 2026 as revenue fell sharply while the company remained debt-free with strong liquidity. Revenue was $76.0 million, down 34.3% from $115.7 million a year earlier, mainly because independent active earning coaches dropped 44.9% to 14,000.
Productivity per coach improved, with average revenue per active earning coach up 19.2% to $5,432, but not enough to offset volume declines. Medifast posted a net loss of $2.1 million, or $0.19 per diluted share. Cash, cash equivalents and investments totaled $168.9 million with no debt. The company expects ongoing losses in 2026, guiding to second-quarter revenue of $60–$80 million and a full-year 2026 loss per share between $1.55 and $2.75 on revenue of $270–$300 million.
Medifast, Inc. has entered into a Cooperation Agreement with Steamboat Capital Partners, which beneficially owns above 5% of Medifast’s shares. The company will nominate Steamboat’s Parsa Kiai and Jeff Rose as independent director candidates at the 2026 Annual Meeting, and again nominate Kiai and Rose as Steamboat designees at the 2027 Annual Meeting. Two current directors, Jeffrey Brown and Michael Hoer, will not stand for reelection, while Chairman and CEO Dan Chard will remain Chair and, as previously announced, step down as CEO on June 1, 2026, with President Nicholas Johnson expected to succeed him. In return, Steamboat and certain affiliates have agreed to customary standstill and voting provisions through Medifast’s 2027 Annual Meeting, committing to support the Board’s nominees and avoiding proxy contests during this period.
Medifast, Inc. reported a sharp downturn in results for the fourth quarter and full year 2025 as its coach-guided weight-management model faced pressure from the rapid adoption of GLP-1 weight-loss drugs. Fourth quarter 2025 revenue fell 36.9% to $75.1 million, driven mainly by a 40.6% drop in independent active earning coaches to 16,100. Coach productivity improved, with revenue per active earning coach rising 6.2% to $4,664.
The company posted a fourth quarter net loss of $18.1 million, or $1.65 per diluted share, and a full year 2025 net loss of $18.7 million, or $1.70 per diluted share, including a $12.1 million non-cash valuation allowance on deferred tax assets. Gross margin compressed to 69.4% as fixed costs weighed on profitability despite lower selling, general and administrative expenses. Management emphasized a shift to a metabolic health-focused strategy and reinstated guidance.
For 2026, Medifast expects first quarter revenue of $65 million to $80 million and a loss per share of $0.15 to $0.70. Full year 2026 revenue is projected between $270 million and $300 million with a loss per share between $1.55 and $2.75. The company ended 2025 with $167.3 million in cash, cash equivalents and investment securities, no debt, and total stockholders’ equity of $198.9 million.
Medifast, Inc. reported several leadership and compensation changes. Anthony Tyree, Chief Business Operations Officer and a named executive officer, will leave the company effective December 31, 2025. Under a separation agreement and the executive severance policy, he will receive a lump-sum payment equal to one year of salary of $415,873 plus a target bonus of $291,111, his 2025 bonus based on actual performance, prorated vesting of restricted and performance share units through December 31, 2025, continued welfare plan coverage at active employee rates through December 31, 2026 if he elects COBRA, and up to six months of outplacement assistance.
Effective January 5, 2026, Nicholas Johnson is promoted from Chief Field Operations Officer to President of Medifast, adding responsibility for enterprise marketing, scientific and clinical affairs, product development, and consumable product and plan management. On the same date, CEO and Chairman Daniel Chard announced a planned transition to non-executive Chairman effective June 1, 2026. His letter agreement reduces his annual salary from $1,000,000 to $800,000, target bonus from 115% to 100%, and target long-term incentive from $4,600,000 to $2,400,000, with prorated 2026 incentives and continued vesting of existing equity while serving as non-executive Chairman.
Medifast, Inc. (MED) reported an administrative update via Form 8-K. The company announced it issued a press release covering earnings for the third quarter ended September 30, 2025. The release is provided as Exhibit 99.1.
The disclosure under Item 2.02 is being furnished, not filed, meaning it is not subject to Section 18 of the Exchange Act and will not be incorporated into other filings unless specifically referenced. No financial figures are included in this notice; detailed results are contained in the attached press release.
Medifast, Inc. (NYSE: MED) filed an 8-K reporting the results of its 2025 Annual Meeting held on June 18, 2025.
Equity plan expansion: Shareholders approved an amendment to the Amended and Restated 2012 Share Incentive Plan, authorizing an additional 550,000 common shares for future equity awards. The plan became effective immediately and its full text is attached as Exhibit 10.1.
Board elections: All seven incumbent directors were re-elected. Support ranged from 90.3 % (Andrea B. Thomas) to 97.2 % (Jeffrey J. Brown) of votes cast, with 2.09 million broker non-votes recorded for each nominee.
Auditor ratification: RSM US LLP was ratified as independent auditor for FY 2025 with 99.2 % of votes in favor (8,225,570 for / 39,619 against).
Say-on-pay advisory vote: Compensation for named executive officers passed but with a modest margin—3,585,469 for vs. 2,477,849 against (59.1 % support, excluding abstentions).
Plan approval vote: The amended share incentive plan itself received 5,518,075 for vs. 664,416 against (88.2 % support, excluding abstentions).
No other material transactions, earnings data, or financial statements were disclosed.