Medifast (NYSE: MED) CFO gets stock awards, uses shares for taxes

Rhea-AI Filing Summary

MEDIFAST INC Chief Financial Officer James P. Maloney reported routine equity compensation and related tax withholding transactions. On March 25, 2026, he received 34,344 restricted stock units that vest in three equal annual installments and 1,014 shares issued upon vesting of performance stock units earned under prior performance criteria.

To cover withholding taxes tied to vesting events, shares were automatically withheld on several dates: 3,224 shares at $9.59 per share and 482 shares at $10.05 per share, plus 918 shares at $9.62 per share. These F-code transactions reflect tax payments rather than open-market sales. After these awards and withholdings, Maloney directly holds 73,033 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

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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^*

Maloney James P.

(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)
	Chief Financial Officer

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		918(1)	D	$9.62(1)	41,381	D
Common Stock	03/17/2026		F		482(1)	D	$10.05(1)	40,899	D
Common Stock	03/25/2026		F		3,224(1)	D	$9.59(1)	37,675	D
Common Stock	03/25/2026		A		34,344(2)	A	$0	72,019	D
Common Stock	03/25/2026		A		1,014(3)	A	$0	73,033	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.

3. Represents shares of common stock issued upon the vesting and settlement of performance stock units previously granted to the reporting person on March 17, 2023, which were earned based on achievement of performance criteria certified by the Compensation Committee on February 5, 2026. Each PSU represented a contingent right to receive one share of 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 MED (Medifast) CFO James P. Maloney report?

CFO James P. Maloney reported equity compensation and tax-related transactions. He received 34,344 restricted stock units and 1,014 performance-based shares, while 4,624 shares were automatically withheld to cover tax obligations tied to vesting events.

How many Medifast (MED) shares were granted to the CFO in this Form 4?

The CFO received 34,344 restricted stock units plus 1,014 shares from vested performance stock units. The restricted units vest in three equal annual installments and each unit or performance stock unit represents a contingent right to receive one share of common stock.

Why were Medifast (MED) shares disposed of in James P. Maloney’s Form 4?

Shares were disposed of solely to cover withholding taxes on vesting. Three F-code transactions withheld 3,224 shares at $9.59, 482 shares at $10.05, and 918 shares at $9.62, reflecting tax payments rather than discretionary open-market sales.

What is James P. Maloney’s Medifast (MED) share ownership after these transactions?

Following the reported awards and tax withholdings, James P. Maloney directly holds 73,033 shares of Medifast common stock. This figure reflects his updated position after both the new grants and the shares withheld for tax obligations.

How do the new Medifast (MED) restricted stock units for the CFO vest?

The 34,344 restricted stock units granted to the CFO vest in three equal annual installments beginning on the first anniversary of the grant date. Each vested unit entitles him to receive one share of Medifast common stock upon settlement.

What performance stock units vested for Medifast (MED) CFO James P. Maloney?

A prior grant of performance stock units from March 17, 2023 vested, resulting in 1,014 shares being issued. These units were earned based on performance criteria certified by the compensation committee on February 5, 2026 before settlement into common shares.