Medifast (NYSE: MED) sees Steamboat Capital build 790,693-share stake

Rhea-AI Filing Summary

MEDIFAST INC (MED) received an amended Schedule 13D (Amendment No. 1) from Steamboat Capital Partners, LLC and its managing member, Parsa Kiai, reporting a significant ownership position in the company’s common stock.

Steamboat Capital and Kiai may be deemed to beneficially own 790,693 shares of MED common stock, representing 7.1% of the class, based on 11,180,703 shares outstanding as of July 27, 2026. The shares were acquired for an aggregate purchase price of approximately $8,360,835, funded with client working capital, which may include margin loans, through open-market purchases. Recent reported trades include purchases of 33,994 shares at a weighted average $11.657605 on August 19, 2026 and 50,000 shares at a weighted average $11.60369 on August 20, 2026. Voting and dispositive power over these shares is held by Steamboat Capital and Kiai for the benefit of their clients, and they specifically disclaim beneficial ownership of securities not directly owned.

Filing Explained

The supplied Schedule 13D/A reports ownership and voting/dispositive powers but contains no Item 4 purpose-or-intent disclosure, so the amendment does not establish the reporting persons’ purpose or intent.

Key Figures

Shares beneficially owned: 790,693 shares Percent of class: 7.1% Aggregate purchase price: $8,360,835 +3 more

6 metrics

Shares beneficially owned 790,693 shares Reported by Steamboat Capital Partners, LLC and Parsa Kiai

Percent of class 7.1% Based on 11,180,703 MED shares outstanding as of July 27, 2026

Aggregate purchase price $8,360,835 Total cost of MED shares acquired, excluding commissions

Shares outstanding 11,180,703 shares MED common stock outstanding as of July 27, 2026

Purchase on 08/19/2026 33,994 shares at $11.657605 Open-market purchase; price range $11.56–$11.80

Purchase on 08/20/2026 50,000 shares at $11.60369 Open-market purchase; price range $11.46–$11.77

Key Terms

Schedule 13D, beneficial owner, Sole Voting Power, Sole Dispositive Power, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owner financial

"may be deemed to be the beneficial owner of the number and percentage"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"9 | Sole Dispositive Power 790,693.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

working capital financial

"were purchased by clients of IA with working capital"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

margin loans financial

"include margin loans made by brokerage firms in the ordinary course"

Margin loans are loans from a brokerage that let an investor borrow money using their existing stocks, bonds or cash as collateral to buy more securities. They matter because borrowing magnifies both gains and losses—like using a lever to move a heavier load—so small market moves can have outsized effects on your returns; investors also pay interest and risk a margin call, where the broker may force sales if collateral falls below required levels.

FAQ

What ownership stake in MEDIFAST INC (MED) does Steamboat Capital report in this Schedule 13D/A?

Steamboat Capital Partners, LLC and Parsa Kiai report beneficial ownership of 790,693 MED shares, representing 7.1% of the company’s common stock, based on 11,180,703 shares outstanding as of July 27, 2026.

How much did Steamboat Capital pay in total for its MED (MEDIFAST INC) position?

The filing states that the reported MED shares were acquired for an aggregate price of approximately $8,360,835, excluding commissions. The purchases were made by investment advisory clients of Steamboat Capital using working capital, which may include margin loans.

What recent MED (MEDIFAST INC) trading activity does the Schedule 13D/A disclose?

The report lists open-market purchases on August 19, 2026 of 33,994 shares at a weighted average price of $11.657605, and on August 20, 2026 of 50,000 shares at a weighted average price of $11.60369, with specified intraday price ranges.

Who is the reporting person behind Steamboat Capital in the MED (MEDIFAST INC) filing?

The filing identifies Parsa Kiai as the managing member of Steamboat Capital Partners, LLC. Both Steamboat Capital and Kiai may be deemed beneficial owners of the MED shares reported, as they hold voting and dispositive power for client accounts.

How is beneficial ownership of MED (MEDIFAST INC) shares structured for Steamboat Capital’s clients?

The MED shares are owned by clients of Steamboat Capital, including investment funds where an affiliate is general partner. Steamboat Capital and Parsa Kiai have voting and dispositive power, but they disclaim beneficial ownership of securities they do not directly own.

What is the reference share count used to calculate Steamboat Capital’s 7.1% stake in MED (MEDIFAST INC)?

The 7.1% ownership percentage is based on 11,180,703 MED shares outstanding as of July 27, 2026, as reported in MEDIFAST INC’s Quarterly Report on Form 10-Q filed on August 3, 2026.

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

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Available on EDGAR 08/21/2026 - 04:01 PM Accepted by SEC EDGAR 08/21/2026 - 04:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

MEDIFAST INC

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

58470H101

(CUSIP Number)

Jeffrey M. Rose
370 Lexington Avenue, Suite 1702
NY, NY, 10017
323-232-0610

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/20/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 58470H101

1

Name of reporting person

Steamboat Capital Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 790,693.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 790,693.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

790,693.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP Number(s): 58470H101

1

Name of reporting person

Parsa Kiai

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 790,693.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 790,693.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

790,693.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: MEDIFAST INC
(c)	Address of Issuer's Principal Executive Offices: 1501 S. Clinton Street, Baltimore, MARYLAND , 21224.
Item 1 Comment: The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares as to which this report on Schedule 13D is being filed were acquired at an aggregate price (excluding commissions) of approximately $8,360,835 and were purchased by clients of IA with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.
Item 5.	Interest in Securities of the Issuer
(a)	IA (as the portfolio manager for its clients, including investment funds of which an affiliate of IA is general partner) and Mr. Kiai (as the managing member of IA), may be deemed to be the beneficial owner of the number and percentage of Shares set forth on the cover page of this Schedule 13D on which they are respectively named. The aggregate percentage of Shares reported owned by each person named herein is based upon 11,180,703 Shares outstanding as of July 27, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 3, 2026. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	IA and Mr. Kiai have the power to vote or direct the vote and dispose of or direct the disposition of the number and percentage of Shares set forth on the cover page of this Schedule 13D on which they are respectively named.
(c)	Transactions by the Reporting Persons (on behalf of clients of IA, including investment funds of which an affiliate of IA is general partner) within the past sixty days (as of 8:00 AM on August 21, 2026), are set forth below. All such transactions were effected in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column entitled Price Range ($), the price reported in that row's column Price Per Share ($) is a weighted average price. These Shares were purchased in multiple transactions at prices between the price ranges indicated in the column Price Range ($). The Reporting Person will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares sold at each separate price. Trade Date Share Purchased (Sold) Price per Share ($) Price Range ($) 08/19/2026 33,994 11.657605 11.56-11.80 08/20/2026 50,000 11.60369 11.46-11.77
(d)	Clients of IA, including investment funds of which an affiliate of IA is general partner, own the Shares which are the subject of this Schedule 13D and have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Steamboat Capital Partners, LLC

Signature:	/s/ Parsa Kiai
Name/Title:	Parsa Kiai/Managing Member
Date:	08/21/2026

Parsa Kiai

Signature:	/s/ Parsa Kiai
Name/Title:	Parsa Kiai
Date:	08/21/2026

Comments accompanying signature:

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.