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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Medifast, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(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
G1 Execution Services, LLC
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
ILLINOIS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
148,944.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
148,944.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
148,944.00
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)
1.4 %
12
Type of Reporting Person (See Instructions)
BD, OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
58470H101
1
Names of Reporting Persons
Susquehanna Fundamental Investments, LLC
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
9,429.00
6
Shared Voting Power
148,944.00
7
Sole Dispositive Power
9,429.00
8
Shared Dispositive Power
148,944.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
148,944.00
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)
1.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
CUSIP No.
58470H101
1
Names of Reporting Persons
Susquehanna Securities, LLC
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
139,515.00
6
Shared Voting Power
148,944.00
7
Sole Dispositive Power
139,515.00
8
Shared Dispositive Power
148,944.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
148,944.00
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)
1.4 %
12
Type of Reporting Person (See Instructions)
BD, OO
Comment for Type of Reporting Person: With respect to Row 5 through Row 9 above, G1 Execution Services, LLC and Susquehanna Securities, LLC are affiliated independent broker-dealers which, together with Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Medifast, Inc.
(b)
Address of issuer's principal executive offices:
100 International Drive, Baltimore, Maryland 21202
Item 2.
(a)
Name of person filing:
This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons" with respect to the shares of Common Stock, $0.001 par value per share (the "Shares"), of Medifast, Inc. (the "Company").
(i) G1 Execution Services, LLC
(ii) Susquehanna Fundamental Investments, LLC
(iii) Susquehanna Securities, LLC
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of G1 Execution Services, LLC is:
175 W. Jackson Blvd.
Suite 1700
Chicago, IL 60604
The address of the principal business office of each of Susquehanna Fundamental Investments, LLC and Susquehanna Securities, LLC is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004
(c)
Citizenship:
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(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:
The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The number of Shares reported as beneficially owned by Susquehanna Securities, LLC includes options to buy 139,300 Shares.
The Company's Quarterly Report on Form 10-Q, filed on November 3, 2025, indicates that there were 10,991,273 Shares outstanding as of October 27, 2025.
(b)
Percent of class:
1.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
What ownership stake in Medifast (MED) is reported in this Schedule 13G/A?
The filing reports a 1.4% beneficial ownership stake in Medifast common stock, equal to 148,944 shares. This percentage is based on 10,991,273 shares outstanding as of October 27, 2025, per Medifast’s Form 10-Q.
Who are the reporting persons in the Medifast (MED) Schedule 13G/A filing?
The reporting persons are G1 Execution Services, LLC, Susquehanna Fundamental Investments, LLC, and Susquehanna Securities, LLC. They may be deemed a group for reporting purposes but each entity reports its own beneficial ownership and disclaims ownership of shares held directly by the others.
Does the Medifast (MED) Schedule 13G/A indicate an activist or passive position?
The filing indicates a passive position. The reporting entities certify the Medifast shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company’s management or policies.
How many Medifast (MED) shares are tied to options in this Schedule 13G/A?
Susquehanna Securities, LLC’s reported beneficial ownership includes options to buy 139,300 Medifast shares. These options are counted within its overall reported holdings, contributing to the group’s total beneficial ownership of 148,944 shares.
What share count did Medifast (MED) report outstanding in relation to this 13G/A?
Medifast’s Form 10-Q, referenced in the filing, states there were 10,991,273 shares of common stock outstanding as of October 27, 2025. This outstanding share figure is used to calculate the reporting group’s 1.4% ownership percentage.
What type of securities are covered in this Medifast (MED) Schedule 13G/A amendment?
The filing covers Medifast, Inc. common stock with a par value of $0.001 per share, identified by CUSIP 58470H101. The reported holdings include both directly held shares and options counted as beneficial ownership.
