Medifast (NYSE: MED) VP awarded 10,830 RSUs; 1,130 shares withheld

Rhea-AI Filing Summary

Medifast Inc. VP, Finance & CAO Jonathan Barrett MacKenzie reported compensation-related stock activity. On March 25, 2026, he received a grant of 10,830 shares of common stock as restricted stock units under the 2012 Share Incentive Plan, which will vest in three equal annual installments beginning on the first anniversary of the grant date.

To cover withholding taxes upon vesting of restricted stock unit grants, the issuer withheld a total of 1,130 shares of common stock across three transactions on March 13, 17, and 25, 2026, at prices between $9.59 and $10.05 per share. These tax-withholding dispositions were not open-market sales. Following these transactions, MacKenzie directly owned 20,838 shares of Medifast common stock.

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

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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^*

MacKenzie Jonathan Barrett

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Finance & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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	03/13/2026		F		198(1)	D	$9.62(1)	10,940	D
Common Stock	03/17/2026		F		70(1)	D	$10.05(1)	10,870	D
Common Stock	03/25/2026		F		862(1)	D	$9.59(1)	10,008	D
Common Stock	03/25/2026		A		10,830(2)	A	$0	20,838	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. Represents the number of shares withheld by the Issuer upon the vesting of a restricted stock unit grant to cover the executive's withholding tax associated with the satisfaction of all vesting conditions. The number of shares withheld is based upon the closing price of a share of Medifast common stock on the vesting date, or if the vesting date fell on a weekend or market holiday, upon the closing price of a share of Medifast common stock on the most recent prior market day.

2. Represents a grant of restricted stock units issued to the reporting person under the 2012 Share Incentive Plan that will vest in three equal annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

	/s/ Jason L. Groves, attorney-in-fact	03/27/2026
	** 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)

FAQ

What insider transactions did Medifast (MED) report for Jonathan Barrett MacKenzie?

Medifast reported that VP, Finance & CAO Jonathan Barrett MacKenzie received a grant of 10,830 restricted stock units and had 1,130 shares withheld to cover tax obligations tied to RSU vesting. All positions involve Medifast common stock and direct ownership.

Was the Medifast (MED) insider Form 4 a market buy or sell?

The Form 4 for Medifast VP Jonathan Barrett MacKenzie did not show any open-market buys or sells. It reported one grant of 10,830 restricted stock units and three tax-withholding share dispositions totaling 1,130 shares related to RSU vesting obligations.

How many Medifast (MED) shares does Jonathan Barrett MacKenzie hold after these transactions?

After the reported transactions, Jonathan Barrett MacKenzie directly held 20,838 shares of Medifast common stock. This reflects the impact of the 10,830-share restricted stock unit grant and 1,130 shares withheld to satisfy tax obligations on RSU vesting events.

What is the structure of the Medifast (MED) restricted stock unit grant in this Form 4?

The grant to Jonathan Barrett MacKenzie consists of 10,830 restricted stock units issued under the 2012 Share Incentive Plan. These units vest in three equal annual installments starting on the first anniversary of the grant date, with each unit representing one share of common stock.

Why were Medifast (MED) shares withheld in Jonathan Barrett MacKenzie’s Form 4?

The 1,130 Medifast shares were withheld by the issuer to cover MacKenzie’s withholding tax obligations when restricted stock units vested. The number of withheld shares was based on the closing stock price on the vesting date or the most recent prior market day.

On what dates did Medifast (MED) report tax-withholding share dispositions for Jonathan Barrett MacKenzie?

Medifast reported tax-withholding share dispositions for Jonathan Barrett MacKenzie on March 13, 17, and 25, 2026. These three transactions totaled 1,130 shares and were priced between $9.59 and $10.05 per share, solely to satisfy RSU-related tax liabilities.