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.
The Medifast, Inc. (NYSE: MED) SEC filings page provides access to the company’s official disclosures as filed with the U.S. Securities and Exchange Commission. These documents offer detailed insight into how Medifast reports its financial condition, governance decisions, compensation plans, and key strategic developments related to its health and wellness and metabolic health business.
Among the most important filings for MED are annual reports on Form 10-K and quarterly reports on Form 10-Q, which contain audited or reviewed financial statements, management’s discussion and analysis, and descriptions of risk factors relevant to Medifast’s coach-guided lifestyle system and metabolic health focus. Investors use these reports to understand revenue trends, margins, balance sheet strength, and the role of the OPTAVIA coach network in the company’s operations.
Medifast also files current reports on Form 8-K to disclose material events. Recent 8-K filings have addressed topics such as executive leadership transitions, changes in key officer roles, amendments to the company’s share incentive plan, and the release of quarterly earnings. These filings provide timely detail on matters like CEO succession planning, executive compensation arrangements, and shareholder votes on equity plans.
On this page, users can also review filings related to equity compensation and corporate governance, including documents that describe the Amended and Restated 2012 Share Incentive Plan and shareholder approval of additional share authorizations. Together, these materials help clarify how Medifast aligns incentives for executives, directors, and other participants in its equity programs.
Stock Titan enhances these filings with AI-powered summaries that explain complex sections in plain language, highlight key changes from prior periods, and surface notable items such as leadership changes or plan amendments. Real-time updates from EDGAR, combined with easy access to forms like 10-K, 10-Q, and 8-K, allow investors and researchers to follow Medifast’s regulatory disclosures and governance developments efficiently.
Medifast, Inc. is asking stockholders to vote on four key items at its May 19, 2026 annual meeting: elect seven directors, ratify RSM US LLP as auditor, approve an advisory vote on executive pay, and approve an Amended and Restated 2012 Share Incentive Plan.
The company highlights a 2025 strategic shift from weight loss to holistic metabolic health built around its Metabolic Synchronization platform, supported by clinical data showing a 14% visceral fat reduction and 98% lean mass retention over 16 weeks on its 5 & 1 plan. Management notes coach productivity grew 6% year over year in the fourth quarter of 2025, with a solid cash position and no debt.
Governance discussions emphasize a majority‑independent, diverse board, a planned June 1, 2026 transition of Daniel Chard from Chairman and CEO to non‑executive Chairman, and an ongoing cooperation agreement with Steamboat Capital that adds two independent nominees. The proxy also describes extensive human capital, diversity, wellness, and ESG initiatives, including high employee engagement in internal culture and wellness programs.
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.