Maloney James P. 4
4 · MEDIFAST INC · Filed Mar 27, 2026
Research Summary
AI-generated summary of this filing
Medifast (MED) CFO James Maloney Receives Awards; Shares Withheld
What Happened
James P. Maloney, Chief Financial Officer of Medifast, reported awards and withholding transactions. On March 25, 2026 he was granted 34,344 restricted stock units (RSUs) and 1,014 performance stock units (PSUs) were issued upon vesting. To cover withholding taxes tied to vesting events, a total of 4,624 shares were withheld in three transactions (March 13, March 17, March 25) for aggregate proceeds of $44,593 (918 @ $9.62 = $8,831; 482 @ $10.05 = $4,844; 3,224 @ $9.59 = $30,918).
Key Details
- Transactions and amounts:
- 2026-03-13: 918 shares withheld @ $9.62 — proceeds $8,831 (tax withholding).
- 2026-03-17: 482 shares withheld @ $10.05 — proceeds $4,844 (tax withholding).
- 2026-03-25: 3,224 shares withheld @ $9.59 — proceeds $30,918 (tax withholding).
- 2026-03-25: Grant of 34,344 RSUs @ $0.00 (award under 2012 Share Incentive Plan).
- 2026-03-25: 1,014 shares issued upon vesting of PSUs @ $0.00.
- Total proceeds from shares withheld: $44,593.
- Footnotes of note:
- Withheld shares reflect shares retained by the issuer to satisfy withholding tax obligations (F1).
- The 34,344-unit grant is RSUs that vest in three equal annual installments beginning on the first anniversary of the grant (F2).
- The 1,014 shares were PSUs that vested based on performance certified Feb 5, 2026 (F3).
- Shares owned after the transactions: not specified in this filing.
- Filing timeliness: The Form 4 was filed on 2026-03-27. Transactions dated March 13 and March 17 were reported after the typical 2-business-day Form 4 deadline (appearing late); the March 25 transactions were reported within two business days.
Context
- The 34,344 RSUs are an award that will vest over time (not an immediate open‑market purchase); the 1,014 PSU shares were issued after performance targets were certified.
- Withholding of shares to cover tax obligations is routine and coded “F” on Form 4; it is a disposition of shares held by the insider to satisfy taxes and does not necessarily indicate a voluntary sale for cash.
- Awards and issued shares show insider compensation/ownership changes; such grants are different from open‑market purchases (which can be a stronger bullish signal).
Insider Transaction Report
Form 4
MEDIFAST INCMED
Maloney James P.
Chief Financial Officer
Transactions
- Tax Payment
Common Stock
[F1]2026-03-13$9.62/sh−918$8,831→ 41,381 total - Tax Payment
Common Stock
[F1]2026-03-17$10.05/sh−482$4,844→ 40,899 total - Tax Payment
Common Stock
[F1]2026-03-25$9.59/sh−3,224$30,918→ 37,675 total - Award
Common Stock
[F2]2026-03-25+34,344→ 72,019 total - Award
Common Stock
[F3]2026-03-25+1,014→ 73,033 total
Footnotes (3)
- [F1]Represents the number of shares withheld by the Issuer upon the vesting of a restricted stock unit grant to cover the executive's withholding tax associated with the satisfaction of all vesting conditions. The number of shares withheld is based upon the closing price of a share of Medifast common stock on the vesting date, or if the vesting date fell on a weekend or market holiday, upon the closing price of a share of Medifast common stock on the most recent prior market day.
- [F2]Represents a grant of restricted stock units issued to the reporting person under the 2012 Share Incentive Plan that will vest in three equal annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [F3]Represents shares of common stock issued upon the vesting and settlement of performance stock units previously granted to the reporting person on March 17, 2023, which were earned based on achievement of performance criteria certified by the Compensation Committee on February 5, 2026. Each PSU represented a contingent right to receive one share of common stock.
Signature
/s/ Jason L. Groves, attorney-in-fact|2026-03-27