Medifast director awarded RSUs and shares as fees

MEDIFAST INC director Kiai Parsa reported equity-based compensation awards rather than open-market trades.

Rhea-AI Filing Summary

MEDIFAST INC director Kiai Parsa reported equity-based compensation awards rather than open-market trades. On May 26, 2026, he received 7,637 restricted stock units and a separate grant of 11,680 shares of common stock at no cash cost, in connection with his annual director fees.

According to the company’s Director's Deferred Compensation Plan, each unit represents one share of common stock, granted from the Amended and Restated 2012 Share Incentive Plan, and these shares will vest in full on May 26, 2027. The filing shows direct holdings associated with these awards of 19,317 and 11,680 shares, respectively, underscoring that this is a compensation-related acquisition, not a market purchase or sale.

Insider Trade Summary

Grant/Award: 19,317 shares

Grant/Award 2 txns

Insider Kiai Parsa

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,680	$0.00	$0.00
Grant/Award	Common Stock	7,637	$0.00	$0.00

Holdings After Transaction: Common Stock — 19,317 shares (Direct)

Footnotes (2)

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.
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.

Key Figures

RSU grant: 7,637 units Share grant: 11,680 shares Vesting date: May 26, 2027 +2 more

5 metrics

RSU grant 7,637 units Restricted stock units granted May 26, 2026

Share grant 11,680 shares Common stock grant at $0.00 per share

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

Direct holdings after first award 19,317 shares Total shares following first reported transaction

Direct holdings after second award 11,680 shares Total shares following second reported transaction

Key Terms

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

4 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

"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"

FAQ

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

What insider transaction did MED (Medifast Inc) director Kiai Parsa report?

Director Kiai Parsa reported receiving equity awards, not open-market trades. He acquired restricted stock units and shares of Medifast common stock as part of his annual director compensation, with no cash paid per share and future vesting terms under company plans.

How many MEDIFAST INC shares were granted to Kiai Parsa in this Form 4?

The filing reports two equity grants to Kiai Parsa. He received 7,637 restricted stock units and a separate grant of 11,680 shares of common stock, both at a stated price of $0.00 per share as compensation for his annual service as a non-employee director.

When do Kiai Parsa’s Medifast restricted stock units vest?

The restricted stock units granted to Kiai Parsa are scheduled to vest in full on May 26, 2027. Until that vesting date, they represent a right to receive shares of Medifast common stock under the company’s established equity compensation and deferred compensation plans.

Were Kiai Parsa’s MED shares bought or sold on the open market?

The reported transactions were not open-market purchases or sales. They reflect equity awards granted at $0.00 per share in lieu of cash director fees, classified as grants or awards under Medifast compensation plans rather than discretionary market trading activity.

What plans govern the equity awards reported by MED director Kiai Parsa?

The awards were granted under Medifast’s Director's Deferred Compensation Plan, as Amended and Restated. The underlying shares come from the Amended and Restated 2012 Share Incentive Plan, which provides equity-based compensation in the form of restricted stock units and common stock grants.

Did Kiai Parsa elect equity instead of cash for his Medifast director fees?

Yes. The footnotes state that Kiai Parsa elected to receive shares of Medifast common stock in lieu of cash compensation for his annual service as a non-employee director, consistent with the company’s Director's Deferred Compensation Plan framework.

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

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Accepted by SEC EDGAR 05/28/2026 - 07:33 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^*

Kiai Parsa

(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	11,680	D
Common Stock	05/26/2026		A		7,637(2)	A	$0	19,317	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.

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-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)