Medifast Inc (NYSE: MED) director details indirect fund-held share ownership in Form 3/A

Rhea-AI Filing Summary

MEDIFAST INC director Kiai Parsa filed an amended initial ownership report detailing indirect holdings of common stock. The filing lists 17,003 shares of common stock held indirectly through one Steamboat Capital entity and 590,793 shares held indirectly through another Steamboat Capital entity. Footnotes explain that these entities are investment funds for which affiliated entities act as investment adviser and general partner, and that Parsa Kiai may be deemed to have a pecuniary interest in their holdings but disclaims beneficial ownership beyond that pecuniary interest.

Insights

Securities law analyst

Amended Form 3 clarifies indirect fund-related holdings, with no reported buying or selling.

The amended ownership report for MEDIFAST INC shows that director Kiai Parsa reports indirect common stock positions held by Steamboat Capital investment funds. The entries are coded as holdings, and the transaction summary shows no buy, sell, exercise, gift, or tax-withholding activity.

Footnotes state that the shares are owned by Steamboat Capital Partners Master Fund, LP and Steamboat Capital Partners II, LP, with management entities entitled to a performance allocation. Parsa Kiai is the Managing Member of those management entities and may have a pecuniary interest but disclaims beneficial ownership except to that extent. This makes the filing primarily a transparency and attribution update rather than a new economic transaction as of 2026-05-19.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kiai Parsa

Role Director

Type	Security	Shares	Price	Value
holding	Common Stock F1, F3	--	--	--
holding	Common Stock F2, F3	--	--	--

Holdings After Transaction: Common Stock — 607,796 shares (Indirect, See notes)

Footnotes (3)

1. F1. Shares are owned by Steamboat Capital Partners Master Fund, LP (Master). Master has delegated investment discretion to Steamboat Capital Partners, LLC ("IA")
2. F2. Shares are owned by Steamboat Capital Partners II, LP (II).
3. F3. Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai (Kiai) is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in shares owned by Master and II. Kiai disclaims beneficial ownership of securities reported hereon except to the extent of his pecuniary interest therein.

Key Figures

Indirect holding 1: 17,003 shares of Common Stock Indirect holding 2: 590,793 shares of Common Stock Unknown transaction entries: 2 holding entries

3 metrics

Indirect holding 1 17,003 shares of Common Stock Total shares following transaction for one indirect ownership entry as of 2026-05-19

Indirect holding 2 590,793 shares of Common Stock Total shares following transaction for second indirect ownership entry as of 2026-05-19

Unknown transaction entries 2 holding entries Transaction summary shows two holding entries with unknown transaction codes and no buy or sell activity

Key Terms

pecuniary interest, beneficial ownership, performance allocation, Managing Member

4 terms

pecuniary interest financial

"Kiai may be deemed to have a pecuniary interest in shares owned by Master and II"

beneficial ownership financial

"Kiai disclaims beneficial ownership of securities reported hereon except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

performance allocation financial

"GP is general partner of, and entitled to receive a performance allocation from, each of Master and II"

Managing Member financial

"Parsa Kiai (Kiai) is the Managing Member of GP and IA"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What does MED (Medifast Inc) director Kiai Parsa report in this amended Form 3?

The amended Form 3 reports indirect holdings of Medifast common stock by entities associated with Kiai Parsa. It lists two Steamboat Capital funds as owners and clarifies his pecuniary interest via management roles.

How many MED (Medifast Inc) shares are reported as indirectly owned in this filing?

The filing shows 17,003 shares of Medifast common stock held indirectly through one Steamboat Capital entity and 590,793 shares held indirectly through another, as of the reported date.

Are there any buy or sell transactions reported for MED (Medifast Inc) in this Form 3/A?

No. The entries are classified as holdings, and the transaction summary lists no buys, sells, exercises, gifts, or tax-withholding. It functions as an ownership disclosure rather than a trading report.

Who actually owns the MED (Medifast Inc) shares listed in Kiai Parsa’s Form 3/A?

The shares are owned by Steamboat Capital Partners Master Fund, LP and Steamboat Capital Partners II, LP. Management entities linked to Kiai Parsa oversee these funds and may receive a performance allocation.

Does Kiai Parsa claim full beneficial ownership of the MED shares in this filing?

No. The filing states that Kiai Parsa may be deemed to have a pecuniary interest in shares owned by the funds but disclaims beneficial ownership except to the extent of that pecuniary interest.

What is the significance of the indirect ownership coding in MED ticker MED’s Form 3/A?

Both positions are coded as indirect ownership, indicating the shares are held through investment funds rather than personally. This clarifies the structure of control and economic interest without indicating new trading activity.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Kiai Parsa

(Last) (First) (Middle)

24 MAPLE AVENUE

(Street)

RYE NEW YORK 10580

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2026

3. Issuer Name and Ticker or Trading Symbol
MEDIFAST INC [ MED ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/28/2026

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	590,793	I	See notes(1)(3)
Common Stock	17,003	I	See notes(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares are owned by Steamboat Capital Partners Master Fund, LP (Master). Master has delegated investment discretion to Steamboat Capital Partners, LLC ("IA")

2. Shares are owned by Steamboat Capital Partners II, LP (II).

3. Steamboat Capital Partners GP, LLC (GP) is general partner of, and entitled to receive a performance allocation from, each of Master and II. Parsa Kiai (Kiai) is the Managing Member of GP and IA. Accordingly, Kiai may be deemed to have a pecuniary interest in shares owned by Master and II. Kiai disclaims beneficial ownership of securities reported hereon except to the extent of his pecuniary interest therein.

Remarks:

Reason for Amendment: This amendment is filed in order to amend and restate Table I in its entirety to (i) correct the number of shares disclosed and (ii) separately disclose the different indirect ownership of the shares reported.

	/s/ Parsa Kiai	07/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)