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Medifast Board Member Boosts Stake to 42,800 Shares in Compensation Deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Medifast Director Jeffrey J. Brown reported significant stock acquisitions on June 25, 2025, through multiple transactions:

  • Received 11,167.542 restricted stock units under the Director's Deferred Compensation Plan, which will fully vest on June 25, 2026
  • Acquired 9,449.458 shares of common stock at $13.39 per share in lieu of cash compensation for director services

Following these transactions, Brown's total beneficial ownership includes:

  • 38,577.647 shares held directly
  • 4,232.967 shares held indirectly through the Jeffrey Brown Living Trust

The stock price was calculated using the 20-day moving average as of June 6, 2025. This Form 4 filing demonstrates significant insider accumulation of shares through compensation arrangements, suggesting continued alignment with shareholder interests.

Positive

  • None.

Negative

  • None.
Insider BROWN JEFFREY J
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 11,167.542 $0.00 --
Grant/Award Common Stock 9,449.458 $13.39 $127K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 29,128.189 shares (Direct); Common Stock — 4,232.967 shares (Indirect, Jeffrey Brown Living Trust)
Footnotes (1)
  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. 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. The price per share of $13.39 is based on the 20-day moving average stock price of the Issuer's common stock as of June 6, 2025. These shares are directly owned by Jeffrey Brown Living Trust, for which the reporting person is the sole trustee and sole beneficiary.
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*
BROWN JEFFREY J
(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 11,167.542(1) A $0 29,128.189 D
Common Stock 06/25/2025 A 9,449.458(2) A $13.39(3) 38,577.647 D
Common Stock 4,232.967 I Jeffrey Brown Living Trust(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)
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.
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.
3. The price per share of $13.39 is based on the 20-day moving average stock price of the Issuer's common stock as of June 6, 2025.
4. These shares are directly owned by Jeffrey Brown Living Trust, for which the reporting person is the sole trustee and sole beneficiary.
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.

Source: View Original Filing on SEC EDGAR

FAQ

How many MED shares did Jeffrey Brown acquire on June 25, 2025?

Jeffrey Brown acquired a total of 20,617 shares of Medifast (MED) on June 25, 2025, consisting of 11,167.542 restricted stock units and 9,449.458 shares received in lieu of cash compensation.

What is the vesting schedule for MED's restricted stock units granted to Jeffrey Brown?

The restricted stock units granted to Jeffrey Brown under Medifast's Director's Deferred Compensation Plan will vest in full on June 25, 2026, one year after the grant date.

What was the price per share for MED shares granted to Jeffrey Brown in lieu of cash compensation?

The price per share was $13.39, which was based on the 20-day moving average stock price of Medifast's common stock as of June 6, 2025.

How many MED shares does Jeffrey Brown own directly and indirectly after the transactions?

After the transactions, Jeffrey Brown owns 38,577.647 shares directly and 4,232.967 shares indirectly through the Jeffrey Brown Living Trust, for a total beneficial ownership of 42,810.614 shares.

What positions does Jeffrey Brown hold at MED according to the Form 4?

According to the Form 4, Jeffrey Brown 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.