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Medifast (MED) director takes equity awards instead of cash for board service

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rose Jeffrey Matthew reported acquisition or exercise transactions in this Form 4 filing.

Medifast Inc director Jeffrey Matthew Rose reported equity-based compensation rather than open-market trading. On May 26, 2026, he received two awards of common stock with no cash price per share, both classified as grants or awards.

The filing shows an award of 6,739 shares of common stock, described in the footnotes as restricted stock units granted under Medifast’s Director's Deferred Compensation Plan in connection with annual director fees. Each unit represents one share and will vest in full on May 26, 2027.

A separate entry reports an additional 11,680 shares of common stock received as a grant or award. The footnotes explain that Rose elected to receive Medifast common stock in lieu of cash compensation for his annual service as a non-employee director. Following these transactions, his reported direct holdings include 18,419 shares in one line and 11,680 shares in another.

Positive

  • None.

Negative

  • None.
Insider Rose Jeffrey Matthew
Role null
Type Security Shares Price Value
Grant/Award Common Stock 11,680 $0.00 --
Grant/Award Common Stock 6,739 $0.00 --
Holdings After Transaction: Common Stock — 11,680 shares (Direct, null)
Footnotes (1)
  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. The reporting person elected, pursuant to the Plan, to receive shares of the Issuer's common stock in lieu of cash compensation of annual service as a non-employee director of the Issuer.
RSU-based award 6,739 shares Restricted stock units granted for annual director fees on May 26, 2026
Additional stock grant 11,680 shares Common stock grant classified as award on May 26, 2026
Holdings after RSU grant 18,419 shares Direct common stock position after 6,739-share award
Holdings after second grant 11,680 shares Direct common stock position shown for second award line
RSU vesting date May 26, 2027 Vesting date for 6,739 restricted stock units
Transaction count (acquisitions) 2 transactions Both coded as grants or awards (code A) on May 26, 2026
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
"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"
non-employee director financial
"annual service as a non-employee director of the Issuer"
grant, award, or other acquisition financial
"transaction code description is Grant, award, or other acquisition"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Rose Jeffrey Matthew
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/26/2026A11,680(1)A$011,680D
Common Stock05/26/2026A6,739(2)A$018,419D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. The reporting person elected, pursuant to the Plan, to receive shares of the Issuer's common stock in lieu of cash compensation of annual service as a non-employee director of the Issuer.
Remarks:
/s/ James P. Maloney, attorney-in-fact05/28/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Medifast (MED) director Jeffrey Matthew Rose report in this Form 4?

Jeffrey Matthew Rose reported receiving equity awards of Medifast common stock as director compensation. The transactions are grants, not open-market trades, reflecting his choice to take company stock instead of cash fees for his board service.

How many Medifast (MED) shares did director Jeffrey Matthew Rose receive?

He reported two equity awards: 6,739 shares of common stock tied to restricted stock units and a separate 11,680-share grant. Both entries are classified as awards with no purchase price, reflecting stock-based compensation rather than buying shares in the market.

Are Jeffrey Matthew Rose’s Medifast (MED) transactions open-market buys or compensation grants?

The filing classifies both transactions as grants or awards, not open-market purchases. The Form 4 uses transaction code “A” and footnotes explain these shares were issued under director compensation plans instead of cash fees for his non-employee director service.

When do Jeffrey Matthew Rose’s Medifast (MED) restricted stock units vest?

The restricted stock units tied to the 6,739-share award are scheduled to vest in full on May 26, 2027. Each unit converts into one share of Medifast common stock at vesting, assuming the award remains outstanding through that date.

What Medifast (MED) plans govern Jeffrey Matthew Rose’s reported stock awards?

The filing cites Medifast’s Director's Deferred Compensation Plan and the Amended and Restated 2012 Share Incentive Plan. The restricted stock units are granted under these plans in connection with annual director fees, with each unit representing one share of common stock.

How many Medifast (MED) shares does Jeffrey Matthew Rose hold after these transactions?

After the reported awards, Rose’s Form 4 shows 18,419 shares of common stock in one direct holding line and 11,680 shares in another. These figures reflect his updated reported positions following the May 26, 2026 compensation-related grants.