Medifast Director Receives $230K in Stock Awards as Annual Compensation

Rhea-AI Filing Summary

Medifast Director Xian Ming received two grants of Restricted Stock Units (RSUs) on June 25, 2025:

• 11,167.65 cash-settled RSUs as part of director compensation, vesting fully on June 25, 2026
• 6,013.35 additional RSUs valued at $13.39 per share (based on 20-day moving average), elected in lieu of cash compensation

Both RSU grants will be payable in cash upon Ming's termination of service as director. Following these transactions, Ming beneficially owns 26,129.568 RSUs from the first grant and 32,142.918 RSUs from the second grant. The RSUs were granted under Medifast's Director's Deferred Compensation Plan and the Amended and Restated 2012 Share Incentive Plan.

Insider Trade Summary

Grant/Award: 17,181 shares

Grant/Award 2 txns

Insider Xian Ming

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units (cash settled)	11,167.65	$0.00	$0.00
Grant/Award	Restricted Stock Units (cash settled)	6,013.35	$13.39	$81K

Holdings After Transaction: Restricted Stock Units (cash settled) — 32,142.918 contracts (Direct)

Footnotes (3)

1. F1. Represents the contingent right to receive shares of the Issuer's common stock or the cash equivalent in connection with the payment of the reporting person's annual director fees, under the Medifast, Inc. Director's Deferred Compensation Plan, as Amended and Restated (the "Plan"). These shares are granted from the Issuer's Amended and Restated 2012 Share Incentive Plan and will vest in full on June 25, 2026. The restricted stock units will become payable in cash upon or following the reporting person's termination of service as a director of the Issuer pursuant to the terms of the Plan.
2. F2. 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. The restricted stock units will become payable in cash upon or following the reporting person's termination of service as a director of the Issuer pursuant to the terms of the Plan.
3. F3. The price per share of $13.39 is based on the 20-day moving average price of the Issuer's common stock as of June 6, 2025.

FAQ

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How many Restricted Stock Units (RSUs) did Xian Ming receive from MED on June 25, 2025?

Xian Ming received two grants of RSUs on June 25, 2025: 11,167.65 cash-settled RSUs as part of director fees and 6,013.35 RSUs in lieu of cash compensation, for a total of 17,181 RSUs.

When will MED director Xian Ming's June 2025 RSU grant vest?

The 11,167.65 RSUs granted as part of director fees will vest in full on June 25, 2026. Both RSU grants will become payable in cash upon or following Ming's termination of service as a director of Medifast.

What was the price per share used for MED's RSU grant calculation in June 2025?

The price per share used was $13.39, which was based on the 20-day moving average price of Medifast's common stock as of June 6, 2025.

How many total RSUs does Xian Ming own in MED after the June 2025 grants?

Following the June 25, 2025 transactions, Xian Ming beneficially owns 32,142.918 Restricted Stock Units (cash settled) of Medifast stock, held in Direct ownership form.

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Accepted by SEC EDGAR 06/26/2025 - 07:06 PM EDT 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^*

Xian Ming

(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

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
Restricted Stock Units (cash settled)	(1)	06/25/2025		A		11,167.65		(1)	(1)	Common Stock	11,167.65	$0	26,129.568	D
Restricted Stock Units (cash settled)	(2)	06/25/2025		A		6,013.35		(2)	(2)	Common Stock	6,013.35	$13.39(3)	32,142.918	D

Explanation of Responses:

1. Represents the contingent right to receive shares of the Issuer's common stock or the cash equivalent in connection with the payment of the reporting person's annual director fees, under the Medifast, Inc. Director's Deferred Compensation Plan, as Amended and Restated (the "Plan"). These shares are granted from the Issuer's Amended and Restated 2012 Share Incentive Plan and will vest in full on June 25, 2026. The restricted stock units will become payable in cash upon or following the reporting person's termination of service as a director of the Issuer pursuant to the terms of the Plan.

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. The restricted stock units will become payable in cash upon or following the reporting person's termination of service as a director of the Issuer pursuant to the terms of the Plan.

3. The price per share of $13.39 is based on the 20-day moving average price of the Issuer's common stock as of June 6, 2025.

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.
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