Medifast director granted 11,680 RSUs as fees

Geary Elizabeth A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Geary Elizabeth A. reported acquisition or exercise transactions in this Form 4 filing.

Medifast Inc. director Elizabeth A. Geary received a grant of 11,680 restricted stock units of common stock as part of her annual director fees under the company’s Director's Deferred Compensation Plan. The award was made at a grant price of $0.00 per share.

Each unit represents one share of Medifast common stock and will vest in full on May 26, 2027, subject to the plan terms. Following this grant, Geary’s reported direct holdings total 31,225 shares of Medifast common stock, reflecting routine, compensation-related equity issuance rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 11,680 shares

Grant/Award 1 txn

Insider Geary Elizabeth A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,680	$0.00	$0.00

Holdings After Transaction: Common Stock — 31,225 shares (Direct)

Footnotes (1)

1. F1. These restricted stock units were granted under the Medifast, Inc. Director's Deferred Compensation Plan, as Amended and Restated (the "Plan"), in connection with the payment of the reporting person's annual director fees. Each unit represents the right to receive one share of the Issuer's common stock. These shares are granted from the Issuer's Amended and Restated 2012 Share Incentive Plan and will vest in full on May 26, 2027.

Key Figures

RSUs granted: 11,680 shares Grant price: $0.00 per share Holdings after grant: 31,225 shares +1 more

4 metrics

RSUs granted 11,680 shares Restricted stock units granted as annual director fees

Grant price $0.00 per share Equity award under Director's Deferred Compensation Plan

Holdings after grant 31,225 shares Total direct Medifast common stock held after transaction

Vesting date May 26, 2027 RSUs vest in full on this date

Key Terms

restricted stock units, Director's Deferred Compensation Plan, Amended and Restated 2012 Share Incentive Plan

3 terms

restricted stock units financial

"These restricted stock units were granted under the Medifast, Inc. Director's Deferred Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Director's Deferred Compensation Plan financial

"were granted under the Medifast, Inc. Director's Deferred Compensation Plan, as Amended and Restated"

Amended and Restated 2012 Share Incentive Plan financial

"These shares are granted from the Issuer's Amended and Restated 2012 Share Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Medifast (MED) director Elizabeth A. Geary report on this Form 4?

Elizabeth A. Geary reported receiving 11,680 restricted stock units of Medifast common stock as part of her annual director fees. These equity awards are compensation-related and were granted at $0.00 per share under the company’s established director compensation plan.

How many Medifast (MED) shares does Elizabeth A. Geary hold after this transaction?

After the reported grant, Elizabeth A. Geary directly holds 31,225 shares of Medifast common stock. This total includes the 11,680 newly granted restricted stock units, each representing one share, as disclosed in the Form 4 insider transaction report.

What are the terms of the restricted stock units granted to the Medifast (MED) director?

The 11,680 restricted stock units were granted at $0.00 per share and each unit represents one Medifast common share. They were issued as annual director fees and are scheduled to vest in full on May 26, 2027, subject to the plan’s conditions.

Under which plans were the Medifast (MED) director’s restricted stock units granted?

The restricted stock units were granted under the Medifast, Inc. Director's Deferred Compensation Plan, as Amended and Restated. The underlying shares are issued from the company’s Amended and Restated 2012 Share Incentive Plan, as detailed in the Form 4 footnote.

Is the Medifast (MED) director’s Form 4 transaction an open-market stock purchase?

No, the transaction reflects a grant of 11,680 restricted stock units as compensation, not an open-market purchase. The units were awarded at $0.00 per share under Medifast’s director compensation plans and will vest in full on May 26, 2027.

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

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Accepted by SEC EDGAR 05/28/2026 - 07:31 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Geary Elizabeth A.

(Last) (First) (Middle)

C/O MEDIFAST, INC.

1501 S. CLINTON STREET, SUITE 500

(Street)

BALTIMORE MARYLAND 21224

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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

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

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/26/2026		A		11,680(1)	A	$0	31,225	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These restricted stock units were granted under the Medifast, Inc. Director's Deferred Compensation Plan, as Amended and Restated (the "Plan"), in connection with the payment of the reporting person's annual director fees. Each unit represents the right to receive one share of the Issuer's common stock. These shares are granted from the Issuer's Amended and Restated 2012 Share Incentive Plan and will vest in full on May 26, 2027.

Remarks:

	/s/ James P. Maloney, attorney-in-fact	05/28/2026
	** 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 4 (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 4: SEC 1474 (03-26)