Charles Schwab holds 7.06% of Medifast (NYSE: MED) common stock

Rhea-AI Filing Summary

Charles Schwab Investment Management Inc. has filed an amended Schedule 13G reporting beneficial ownership of 776,829 shares of Medifast Inc. common stock, representing 7.06% of the outstanding class as of 12/31/2025. Schwab has sole voting and sole dispositive power over these shares.

The shares are held in the ordinary course of business and not with the purpose or effect of changing or influencing control of Medifast. Schwab acts as investment adviser to the Schwab Fundamental U.S. Small Company ETF, which on its own holds 5.12% of Medifast’s common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

MEDIFAST INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

58470H101

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 58470H101

1

Names of Reporting Persons

CHARLES SCHWAB INVESTMENT MANAGEMENT INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 776,829.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 776,829.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

776,829.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.06 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MEDIFAST INC
(b)	Address of issuer's principal executive offices: 100 INTERNATIONAL DRIVE, 18TH FLOOR, BALTIMORE, MARYLAND 21202
Item 2.
(a)	Name of person filing: CHARLES SCHWAB INVESTMENT MANAGEMENT INC
(b)	Address or principal business office or, if none, residence: 9800 Schwab Way Lone Tree, CO 80124
(c)	Citizenship: DELAWARE
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 58470H101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 776,829
(b)	Percent of class: 7.06 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 776,829
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 776,829
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Charles Schwab Investment Management, Inc. is the investment adviser of the Schwab Fundamental U.S. Small Company ETF, a registered investment company under the Investment Company Act of 1940, as amended, which owns 5.12% of the security reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

CHARLES SCHWAB INVESTMENT MANAGEMENT INC

Signature:	/s/ Omar Aguilar
Name/Title:	Omar Aguilar/Chief Executive Officer
Date:	02/11/2026

FAQ

What percentage of Medifast (MED) does Charles Schwab Investment Management own?

Charles Schwab Investment Management beneficially owns 7.06% of Medifast’s common stock, or 776,829 shares, as of 12/31/2025. This ownership gives Schwab sole voting and dispositive power over those shares, making it a significant institutional shareholder.

How many Medifast (MED) shares does Charles Schwab Investment Management control?

Charles Schwab Investment Management controls 776,829 Medifast common shares. It reports sole voting power and sole dispositive power over the same 776,829 shares, indicating full authority to vote and decide on the disposition of this stake.

Which Schwab fund holds a major stake in Medifast (MED)?

The Schwab Fundamental U.S. Small Company ETF, advised by Charles Schwab Investment Management, holds 5.12% of Medifast’s common stock. This ETF is a registered investment company, and its Medifast position is part of the overall 7.06% stake reported in the filing.

Is Charles Schwab Investment Management seeking control of Medifast (MED)?

Charles Schwab Investment Management states the Medifast shares were acquired and are held in the ordinary course of business. It certifies they are not held for the purpose or effect of changing or influencing control of Medifast or participating in control-related transactions.

What type of SEC filing did Charles Schwab make regarding Medifast (MED)?

Charles Schwab Investment Management filed an amended Schedule 13G for Medifast common stock. This form is used by certain institutional investors to report significant share ownership when the holdings are passive and not intended to influence or change control of the issuer.

On what date is Charles Schwab’s Medifast (MED) ownership information reported?

The ownership information is reported as of December 31, 2025. On that date, Charles Schwab Investment Management’s beneficial holdings in Medifast totaled 776,829 common shares, representing 7.06% of the company’s outstanding common stock according to the filing.