Medifast Board Member Gets Major Stock Grant Ahead of 2026 Vesting

Rhea-AI Filing Summary

Director Michael A. Hoer of Medifast received a significant equity grant of 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 of the transaction:

• 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, Hoer owns 26,139.473 shares directly
• The RSUs were granted in connection with annual director compensation

This Form 4 filing, signed by attorney-in-fact Jason L. Groves, indicates continued alignment of director interests with shareholders through equity-based compensation.

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^*

Hoer Michael 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	26,139.473	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 restricted stock units (RSUs) did MED director Michael Hoer receive on June 25, 2025?

Michael Hoer received 11,168 restricted stock units (RSUs) on June 25, 2025, as part of Medifast's Director's Deferred Compensation Plan. These units were granted in connection with his annual director fees.

When will Michael Hoer's MED restricted stock units vest?

The restricted stock units granted to Michael Hoer will vest in full on June 25, 2026, one year after the grant date. Each unit represents the right to receive one share of Medifast's common stock.

How many shares of MED stock does Michael Hoer own after the June 25, 2025 transaction?

Following the reported transaction, Michael Hoer beneficially owns 26,139.473 shares of Medifast (MED) stock directly. This amount includes the newly granted RSUs.

What was the purchase price of MED RSUs granted to Michael Hoer?

The restricted stock units were granted at a price of $0 as part of Michael Hoer's compensation as a director under Medifast's Director's Deferred Compensation Plan.

What is Michael Hoer's role at MED according to the Form 4?

According to the Form 4 filing, Michael Hoer serves as a Director of Medifast (MED). This is indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.