Medifast Board Member Elizabeth Geary Gains Major Stake Through Annual Compensation

Rhea-AI Filing Summary

Medifast director Elizabeth A. Geary received 11,168 restricted stock units (RSUs) on June 25, 2025 as part of the company's Director's Deferred Compensation Plan. The RSUs were granted at $0 cost and will fully vest on June 25, 2026.

Key details:

• Each RSU represents the right to receive one share of Medifast common stock
• The grant was made under the Amended and Restated 2012 Share Incentive Plan
• Following the transaction, Geary directly owns 19,545 shares
• The RSUs were granted in connection with annual director compensation

This Form 4 filing indicates standard director equity compensation practices at Medifast, with a one-year vesting period for director RSU grants.

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
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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.

100 INTERNATIONAL DRIVE

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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

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 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	06/25/2025		A		11,168(1)	A	$0	19,545	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 June 25, 2026.

Remarks:

	/s/ Jason L. Groves, attorney-in-fact	06/26/2025
	** 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.

FAQ

How many Medifast (MED) restricted stock units did Elizabeth Geary receive on June 25, 2025?

Elizabeth Geary received 11,168 restricted stock units of Medifast (MED) on June 25, 2025, as part of her director compensation under the Director's Deferred Compensation Plan.

When will Elizabeth Geary's MED restricted stock units vest?

The restricted stock units granted to Elizabeth Geary will vest in full on June 25, 2026, exactly one year after the grant date.

How many shares of MED stock does Elizabeth Geary own after this transaction?

Following the reported transaction, Elizabeth Geary directly owns 19,545 shares of Medifast (MED) common stock.

What was the purchase price of MED restricted stock units granted to Elizabeth Geary?

The restricted stock units were granted at $0 cost to Elizabeth Geary as part of her compensation as a director of Medifast (MED).

What is Elizabeth Geary's role at Medifast (MED)?

Elizabeth Geary serves as a Director on Medifast's (MED) Board of Directors, as indicated by the 'X' marked in the Director box on the Form 4 filing.