Medifast (MED) CEO adds shares and receives new stock awards

Rhea-AI Filing Summary

Medifast (MED) Chairman & CEO Daniel R. Chard reported a mix of equity awards, tax withholdings, and an open-market share purchase. On March 20, 2026, a joint account for Chard and his spouse bought 17,678 shares of common stock at a weighted average price of $10.11 per share, with trades ranging from $10.04 to $10.18.

On March 25, 2026, Chard received 36,968 restricted stock units that vest in three equal annual installments and 4,827 shares issued upon vesting of earlier performance stock units. To cover withholding taxes on vesting events, the company withheld a total of 29,808 shares across several dates, which are recorded as tax-withholding dispositions rather than open-market sales.

Following these transactions, Chard directly holds 188,233 common shares. He also has indirect holdings, including 17,678 shares in a joint account with his spouse and 149,698.352 shares held by The Dan and Allyson Family Irrevocable Trust, where he serves as settlor and investment trustee.

Insider Trade Summary

Net Buyer: 17,678 shares ($178,725)

Net Buy 7 txns

Insider Chard Daniel R

Role Chairman & CEO

Bought 17,678 shs ($179K)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	20,095	$9.59	$193K
Grant/Award	Common Stock	36,968	$0.00	--
Grant/Award	Common Stock	4,827	$0.00	--
Purchase	Common Stock	17,678	$10.11	$179K
Tax Withholding	Common Stock	2,638	$10.05	$27K
Tax Withholding	Common Stock	7,075	$9.62	$68K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 146,438 shares (Direct); Common Stock — 17,678 shares (Indirect, Dan and Allyson as Joint Tenants)

Footnotes (1)

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. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $10.04 to $10.18, inclusive. These shares are directly owned by a joint account of which the reporting person owns as a joint tenant with his spouse. These shares are directly owned by The Dan and Allyson Family Irrevocable Trust, for which the reporting person is the Settlor of the Trust and Investment Trustee. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Chard Daniel R

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		7,075(1)	D	$9.62(1)	169,171	D
Common Stock	03/17/2026		F		2,638(1)	D	$10.05(1)	166,533	D
Common Stock	03/20/2026		P		17,678	A	$10.11(2)	17,678	I	Dan and Allyson as Joint Tenants(3)
Common Stock	03/25/2026		F		20,095(1)	D	$9.59(1)	146,438	D
Common Stock								149,698.352	I	The Dan and Allyson Family Irrevocable Trust(4)
Common Stock	03/25/2026		A		36,968(5)	A	$0	183,406	D
Common Stock	03/25/2026		A		4,827(6)	A	$0	188,233	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. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $10.04 to $10.18, inclusive.

3. These shares are directly owned by a joint account of which the reporting person owns as a joint tenant with his spouse.

4. These shares are directly owned by The Dan and Allyson Family Irrevocable Trust, for which the reporting person is the Settlor of the Trust and Investment Trustee.

5. 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.

6. 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 Medifast (MED) CEO Daniel Chard report?

Daniel Chard reported a combination of equity awards, tax withholdings, and one open-market purchase. He received restricted and performance-based stock, had shares withheld to cover taxes, and bought 17,678 Medifast common shares in the open market at a weighted average price of $10.11.

How many Medifast (MED) shares did the CEO buy on the open market?

The CEO’s joint account with his spouse purchased 17,678 Medifast common shares on March 20, 2026. The weighted average purchase price was $10.11 per share, with individual trades executed in a price range from $10.04 to $10.18, according to the filing footnote.

What stock awards did the Medifast (MED) CEO receive in this Form 4?

Daniel Chard received 36,968 restricted stock units that vest in three equal annual installments beginning one year after the grant date. He also received 4,827 common shares upon vesting and settlement of performance stock units earned under performance criteria certified in early 2026.

Were any Medifast (MED) shares sold by the CEO in the market?

The filing shows no open-market sales. Dispositions labeled with code F represent shares withheld by the company to cover tax liabilities on vesting of stock awards. These withholding transactions are not market sales and do not reflect discretionary selling by the CEO.

How many Medifast (MED) shares does the CEO hold after these transactions?

After these transactions, Daniel Chard directly holds 188,233 Medifast common shares. He also has indirect interests in 17,678 shares held in a joint account with his spouse and 149,698.352 shares held by The Dan and Allyson Family Irrevocable Trust, where he is investment trustee.

How are Medifast (MED) CEO’s indirect shareholdings structured?

Indirect holdings include a joint account and a family trust. The joint account, owned with his spouse as joint tenants, holds 17,678 shares. The Dan and Allyson Family Irrevocable Trust, for which he is settlor and investment trustee, holds 149,698.352 shares of Medifast common stock.