Medifast director granted 11,680 stock units

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

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.

Insider Trade Summary

Grant/Award: 11,680 shares

Grant/Award 1 txn

Insider Thomas Andrea B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,680	$0.00	$0.00

Holdings After Transaction: Common Stock — 35,697.123 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU grant size: 11,680 units Grant price per share: $0.0000 per unit Post-grant holdings: 35,697.123 shares +1 more

4 metrics

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

Key Terms

restricted stock units, Director's Deferred Compensation Plan, Amended and Restated 2012 Share Incentive Plan, annual director fees, +1 more

5 terms

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"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/28/2026 - 07:33 PM Learn about SEC filing dates

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^*

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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/26/2026		A		11,680(1)	A	$0	35,697.123	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. 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-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)