MEDIFAST INC SEC Filings

Medifast Director Xian Ming received two grants of Restricted Stock Units (RSUs) on June 25, 2025:

• 11,167.65 cash-settled RSUs as part of director compensation, vesting fully on June 25, 2026
• 6,013.35 additional RSUs valued at $13.39 per share (based on 20-day moving average), elected in lieu of cash compensation

Both RSU grants will be payable in cash upon Ming's termination of service as director. Following these transactions, Ming beneficially owns 26,129.568 RSUs from the first grant and 32,142.918 RSUs from the second grant. The RSUs were granted under Medifast's Director's Deferred Compensation Plan and the Amended and Restated 2012 Share Incentive Plan.

Medifast Director Scott Schlackman received 11,168 restricted stock units (RSUs) on June 25, 2025, as part of the company's Director's Deferred Compensation Plan. The RSUs were granted at $0 cost and represent the right to receive an equivalent number of common shares.

Key details of the transaction:

• The RSUs will fully vest on June 25, 2026
• Shares are granted under the Amended and Restated 2012 Share Incentive Plan
• Following the transaction, Schlackman owns 25,548.707 shares directly
• The grant is part of annual director compensation

The Form 4 was filed through an attorney-in-fact, Jason L. Groves, on June 26, 2025, within the required reporting timeline for insider transactions.

Director Andrea B Thomas of Medifast received 11,168 restricted stock units (RSUs) on June 25, 2025, as part of the Director's Deferred Compensation Plan. The RSUs were granted under the company's Amended and Restated 2012 Share Incentive Plan.

Key details of the transaction:

• RSUs were granted at $0 cost to the director
• Each unit represents one share of Medifast common stock
• Full vesting scheduled for June 25, 2026
• Following the transaction, Thomas owns 24,017.123 shares directly

This grant represents standard director compensation rather than an open market transaction. The filing was submitted by attorney-in-fact Jason L. Groves on June 26, 2025, within the required reporting timeframe.

Director Michael A. Hoer of Medifast received a significant equity grant of 11,168 restricted stock units (RSUs) on June 25, 2025, as part of the company's Director's Deferred Compensation Plan. The RSUs were granted at $0 cost and will fully vest on June 25, 2026.

Key details of the transaction:

• Each RSU represents the right to receive one share of Medifast common stock
• The grant was made under the Amended and Restated 2012 Share Incentive Plan
• Following the transaction, Hoer owns 26,139.473 shares directly
• The RSUs were granted in connection with annual director compensation

This Form 4 filing, signed by attorney-in-fact Jason L. Groves, indicates continued alignment of director interests with shareholders through equity-based compensation.

Medifast director Elizabeth A. Geary received 11,168 restricted stock units (RSUs) on June 25, 2025 as part of the company's Director's Deferred Compensation Plan. The RSUs were granted at $0 cost and will fully vest on June 25, 2026.

Key details:

• Each RSU represents the right to receive one share of Medifast common stock
• The grant was made under the Amended and Restated 2012 Share Incentive Plan
• Following the transaction, Geary directly owns 19,545 shares
• The RSUs were granted in connection with annual director compensation

This Form 4 filing indicates standard director equity compensation practices at Medifast, with a one-year vesting period for director RSU grants.

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.

Medifast, Inc. (NYSE: MED) filed an 8-K reporting the results of its 2025 Annual Meeting held on June 18, 2025.

Equity plan expansion: Shareholders approved an amendment to the Amended and Restated 2012 Share Incentive Plan, authorizing an additional 550,000 common shares for future equity awards. The plan became effective immediately and its full text is attached as Exhibit 10.1.

Board elections: All seven incumbent directors were re-elected. Support ranged from 90.3 % (Andrea B. Thomas) to 97.2 % (Jeffrey J. Brown) of votes cast, with 2.09 million broker non-votes recorded for each nominee.

Auditor ratification: RSM US LLP was ratified as independent auditor for FY 2025 with 99.2 % of votes in favor (8,225,570 for / 39,619 against).

Say-on-pay advisory vote: Compensation for named executive officers passed but with a modest margin—3,585,469 for vs. 2,477,849 against (59.1 % support, excluding abstentions).

Plan approval vote: The amended share incentive plan itself received 5,518,075 for vs. 664,416 against (88.2 % support, excluding abstentions).

No other material transactions, earnings data, or financial statements were disclosed.