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Medifast (MED) director receives 11,680 RSUs as annual fee compensation

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

Rhea-AI Filing Summary

Thomas Andrea B reported acquisition or exercise transactions in this Form 4 filing.

MEDIFAST INC director Andrea B. Thomas received an equity grant of 11,680 restricted stock units as part of annual director fees. The award was made under the company’s Director's Deferred Compensation Plan, with each unit representing one share of common stock. The RSUs, issued from the Amended and Restated 2012 Share Incentive Plan, will vest in full on May 26, 2027. Following this grant, Thomas directly holds 35,697.123 shares of Medifast common stock.

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Insider Thomas Andrea B
Role null
Type Security Shares Price Value
Grant/Award Common Stock 11,680 $0.00 --
Holdings After Transaction: Common Stock — 35,697.123 shares (Direct, null)
Footnotes (1)
  1. [object Object]
RSU grant size 11,680 units Restricted stock units granted as annual director fees
Grant price per share $0.0000 per unit Equity award granted at no cash cost to director
Post-grant holdings 35,697.123 shares Common stock directly held after the reported grant
Vesting date May 26, 2027 RSUs vest in full on this date
restricted stock units financial
"These restricted stock units were granted under the Medifast, Inc. Director's Deferred Compensation Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Director's Deferred Compensation Plan financial
"were granted under the Medifast, Inc. Director's Deferred Compensation Plan, as Amended and Restated"
Amended and Restated 2012 Share Incentive Plan financial
"These shares are granted from the Issuer's Amended and Restated 2012 Share Incentive Plan"
annual director fees financial
"in connection with the payment of the reporting person's annual director fees"
vest in full financial
"and will vest in full on May 26, 2027"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Thomas Andrea B
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/26/2026A11,680(1)A$035,697.123D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 May 26, 2027.
Remarks:
/s/ James P. Maloney, attorney-in-fact05/28/2026
** Signature of Reporting PersonDate
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 did Medifast (MED) director Andrea B. Thomas report on this Form 4?

Andrea B. Thomas reported receiving 11,680 restricted stock units as equity compensation. The grant relates to annual director fees and is settled in Medifast common stock on vesting, rather than being an open-market share purchase.

How many Medifast (MED) shares does Andrea B. Thomas hold after this grant?

After the reported grant, Andrea B. Thomas directly holds 35,697.123 Medifast common shares. This total includes the newly awarded restricted stock units, which convert into common stock as they vest according to the plan’s terms.

Is the Medifast (MED) Form 4 transaction a market purchase or a compensation grant?

The transaction is a compensation grant, not a market purchase. The Form 4 shows an "A" code and describes a grant or award acquisition of restricted stock units given in connection with annual director fees under Medifast’s compensation plans.

When do the newly granted Medifast (MED) restricted stock units vest?

The 11,680 restricted stock units granted to Andrea B. Thomas vest in full on May 26, 2027. Vesting means the units convert to Medifast common shares deliverable to the director, assuming continued service and compliance with plan conditions.

What plan governs the Medifast (MED) restricted stock units granted to the director?

The units are granted under the Medifast, Inc. Director's Deferred Compensation Plan. The underlying shares come from the company’s Amended and Restated 2012 Share Incentive Plan, which authorizes equity awards to directors and other eligible participants.