Cash-settled RSU grant boosts Medifast (MED) director derivative holdings

Q: What insider transaction did Medifast (MED) report for director Xian Ming?

Medifast reported a compensation grant of 11,680 cash-settled restricted stock units to director Xian Ming. The award was made under the 2012 Share Incentive Plan and increases his total reported derivative holdings linked to common stock to 43,822.918 units.

Q: Are the Medifast (MED) restricted stock units granted to Xian Ming settled in stock or cash?

The restricted stock units are cash-settled , not settled in shares. Each unit gives Ming the right to receive the cash equivalent of one share of Medifast common stock on the vesting date, rather than delivering actual shares.

Q: Was the Medifast (MED) Form 4 transaction an open-market buy or sell of shares?

No, the Form 4 reflects a grant, not a market trade . The transaction code “A” indicates a grant or award of restricted stock units as compensation, with no open-market purchase or sale of Medifast common stock reported.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Xian Ming reported acquisition or exercise transactions in this Form 4 filing.

Medifast Inc. director Xian Ming received an annual grant of 11,680 cash-settled restricted stock units under the 2012 Share Incentive Plan. These units will vest in full on May 26, 2027, and each represents a right to receive the cash value of one share of common stock at vesting.

After this grant, Ming’s reported derivative holdings tied to common stock total 43,822.918 units. This is a compensation award, not an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Xian Ming

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units (cash settled)	11,680	$0.00	--

Holdings After Transaction: Restricted Stock Units (cash settled) — 43,822.918 shares (Direct, null)

Footnotes (1)

[object Object]

Key Figures

RSUs granted: 11,680 units Total derivative units after grant: 43,822.918 units Vesting date: May 26, 2027 +1 more

4 metrics

RSUs granted 11,680 units Annual grant of cash-settled restricted stock units

Total derivative units after grant 43,822.918 units Holdings linked to common stock following transaction

Vesting date May 26, 2027 Full vesting date for the 11,680 RSUs

Underlying common shares per RSU 1 share equivalent Each RSU equal to cash value of one common share at vesting

Key Terms

Restricted Stock Units (cash settled), 2012 Share Incentive Plan, contingent right

3 terms

Restricted Stock Units (cash settled) financial

"Represents an annual grant of restricted stock units issued to the reporting person under the 2012 Share Incentive Plan"

contingent right financial

"Each restricted stock unit represents a contingent right to receive the cash equivalent of one share"

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Form 4 Insider Transactions: What Each Field Means →

05/28/2026 - 07:31 PM

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.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (cash settled)	⁽¹⁾	05/26/2026		A		11,680		⁽¹⁾	⁽¹⁾	Common Stock	11,680	$0	43,822.918	D

Explanation of Responses:

1. Represents an annual grant of restricted stock units issued to the reporting person under the 2012 Share Incentive Plan that will vest in full on May 26, 2027. Each restricted stock unit represents a contingent right to receive the cash equivalent of one share of the Issuer's common stock on the date of vesting.

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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Medifast (MED) report for director Xian Ming?

Medifast reported a compensation grant of 11,680 cash-settled restricted stock units to director Xian Ming. The award was made under the 2012 Share Incentive Plan and increases his total reported derivative holdings linked to common stock to 43,822.918 units.

Are the Medifast (MED) restricted stock units granted to Xian Ming settled in stock or cash?

The restricted stock units are cash-settled, not settled in shares. Each unit gives Ming the right to receive the cash equivalent of one share of Medifast common stock on the vesting date, rather than delivering actual shares.

When do Xian Ming’s newly granted Medifast (MED) restricted stock units vest?

The 11,680 restricted stock units vest in full on May 26, 2027. On that date, each unit entitles him to the cash value of one share of Medifast common stock, assuming he meets any applicable service-based conditions.

How many Medifast (MED) derivative units tied to common stock does Xian Ming hold after this grant?

Following the grant, Xian Ming holds 43,822.918 derivative units linked to Medifast common stock. This total includes the new 11,680 cash-settled restricted stock units reported in the Form 4 insider filing as a compensation award.

Was the Medifast (MED) Form 4 transaction an open-market buy or sell of shares?

No, the Form 4 reflects a grant, not a market trade. The transaction code “A” indicates a grant or award of restricted stock units as compensation, with no open-market purchase or sale of Medifast common stock reported.