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MEDIFAST INC·4

Mar 27, 5:52 PM ET

Maloney James P. 4

Research Summary

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Updated

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).