Welcome to our dedicated page for MEDIFAST SEC filings (Ticker: MED), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Medifast, Inc. filings document the public-company disclosures of a NYSE-listed metabolic health and wellness business centered on its coach-guided lifestyle system. Form 8-K reports furnish quarterly and annual earnings releases that detail revenue, gross profit, active earning coach trends, liquidity, debt status and management commentary on the company's metabolic health strategy.
Proxy and current reports cover board elections, stockholder voting results, executive compensation, equity incentive plan amendments, leadership changes and material definitive agreements. Recent governance disclosures include a stockholder cooperation agreement, annual meeting matters and compensatory arrangements connected to executive transitions.
Medifast president Nicholas Mark Johnson filed an initial insider report detailing his existing equity stake. He holds stock options covering 22,640 shares of common stock at an exercise price of $66.68 expiring in 2028, direct ownership of 18,776 common shares, and several restricted stock unit awards that each represent a right to receive one share of common stock and vest in three equal annual installments beginning on March 13, 2024, March 25, 2025, and March 25, 2026.
Medifast Inc. VP, Finance & CAO Jonathan Barrett MacKenzie reported compensation-related stock activity. On March 25, 2026, he received a grant of 10,830 shares of common stock as restricted stock units under the 2012 Share Incentive Plan, which will vest in three equal annual installments beginning on the first anniversary of the grant date.
To cover withholding taxes upon vesting of restricted stock unit grants, the issuer withheld a total of 1,130 shares of common stock across three transactions on March 13, 17, and 25, 2026, at prices between $9.59 and $10.05 per share. These tax-withholding dispositions were not open-market sales. Following these transactions, MacKenzie directly owned 20,838 shares of Medifast common stock.
MEDIFAST INC Chief Financial Officer James P. Maloney reported routine equity compensation and related tax withholding transactions. On March 25, 2026, he received 34,344 restricted stock units that vest in three equal annual installments and 1,014 shares issued upon vesting of performance stock units earned under prior performance criteria.
To cover withholding taxes tied to vesting events, shares were automatically withheld on several dates: 3,224 shares at $9.59 per share and 482 shares at $10.05 per share, plus 918 shares at $9.62 per share. These F-code transactions reflect tax payments rather than open-market sales. After these awards and withholdings, Maloney directly holds 73,033 shares of Medifast common stock.
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.
Medifast Inc: The Vanguard Group filed an amendment to its Schedule 13G showing 0 shares beneficially owned of Medifast common stock and 0% ownership. The filing explains an internal realignment effective January 12, 2026 that disaggregated certain Vanguard subsidiaries' holdings. The report is signed by Ashley Grim on 03/27/2026.
Steamboat Capital Partners, LLC and Parsa Kiai report beneficial ownership of 657,590 Medifast common shares, representing 6.0% of the company. The position, acquired for approximately $7,382,683 by IA clients in open‑market purchases, reflects their view that the stock was undervalued and an attractive investment.
On March 19, 2026, they sent Medifast a detailed financial and strategic suggestion letter and entered into a Cooperation Agreement under which the board will nominate two individuals they suggested. They plan ongoing engagement with management and the board on profitability, strategy, shareholder value and governance, while reserving flexibility to buy more shares, sell shares, or propose further changes consistent with the Cooperation Agreement.
Medifast, Inc. has entered into a Cooperation Agreement with Steamboat Capital Partners, which beneficially owns above 5% of Medifast’s shares. The company will nominate Steamboat’s Parsa Kiai and Jeff Rose as independent director candidates at the 2026 Annual Meeting, and again nominate Kiai and Rose as Steamboat designees at the 2027 Annual Meeting. Two current directors, Jeffrey Brown and Michael Hoer, will not stand for reelection, while Chairman and CEO Dan Chard will remain Chair and, as previously announced, step down as CEO on June 1, 2026, with President Nicholas Johnson expected to succeed him. In return, Steamboat and certain affiliates have agreed to customary standstill and voting provisions through Medifast’s 2027 Annual Meeting, committing to support the Board’s nominees and avoiding proxy contests during this period.
Medifast, Inc. outlines in its annual report a major strategic shift from traditional weight loss toward holistic metabolic health, built around science-backed products and a coach-guided lifestyle system. The company is launching new programs, including Metabolic Synchronization™, OPTAVIA ASCEND and GLP‑1 Nutrition Support Plans, and plans additional product innovations in 2026.
The model depends on independent coaches and a direct-to-consumer structure, but active earning coaches fell to 16,100 for the quarter ended December 31, 2025, from 27,100 a year earlier, a key headwind. Medifast highlights significant competition from GLP‑1 weight loss medications, macroeconomic pressures on consumers, and evolving FTC and direct‑selling regulations as material risks to growth and its strategic transformation.
Medifast, Inc. reported a sharp downturn in results for the fourth quarter and full year 2025 as its coach-guided weight-management model faced pressure from the rapid adoption of GLP-1 weight-loss drugs. Fourth quarter 2025 revenue fell 36.9% to $75.1 million, driven mainly by a 40.6% drop in independent active earning coaches to 16,100. Coach productivity improved, with revenue per active earning coach rising 6.2% to $4,664.
The company posted a fourth quarter net loss of $18.1 million, or $1.65 per diluted share, and a full year 2025 net loss of $18.7 million, or $1.70 per diluted share, including a $12.1 million non-cash valuation allowance on deferred tax assets. Gross margin compressed to 69.4% as fixed costs weighed on profitability despite lower selling, general and administrative expenses. Management emphasized a shift to a metabolic health-focused strategy and reinstated guidance.
For 2026, Medifast expects first quarter revenue of $65 million to $80 million and a loss per share of $0.15 to $0.70. Full year 2026 revenue is projected between $270 million and $300 million with a loss per share between $1.55 and $2.75. The company ended 2025 with $167.3 million in cash, cash equivalents and investment securities, no debt, and total stockholders’ equity of $198.9 million.
Medifast, Inc. received an amended Schedule 13G filing showing that three affiliated Susquehanna entities collectively report beneficial ownership of 148,944 shares of Medifast common stock, representing 1.4% of the outstanding shares as of the event date.
The reporting persons are G1 Execution Services, LLC, Susquehanna Fundamental Investments, LLC, and Susquehanna Securities, LLC. Susquehanna Securities, LLC’s position includes options to buy 139,300 shares. Medifast had 10,991,273 shares outstanding as of October 27, 2025, based on the company’s Form 10-Q.
The group certifies that the securities were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Medifast, indicating a passive investment stance under the Schedule 13G framework.