med-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from________ to ________.

Commission File Number: 001-31573

Medifast, Inc.

(Exact name of registrant as specified in its charter)


Delaware						13-3714405
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1501 S. Clinton Street

Baltimore, Maryland 21224

Telephone Number: (410) 581-8042

(Address of Principal Executive Offices, Zip Code and Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

MED

New York Stock Exchange

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of the registrant’s common stock outstanding at April 27, 2026 was 11,119,115.


Part 1 – Financial Information



Item 1 – Financial Statements


Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2026 and 2025			2

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three Months Ended March 31, 2026 and 2025			3

Condensed Consolidated Balance Sheets (unaudited) as of March 31, 2026 and December 31, 2025			4

Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2026 and 2025			5

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three Months Ended March 31, 2026 and 2025			6

Notes to Condensed Consolidated Financial Statements (unaudited)			7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations			16

Item 3 – Quantitative and Qualitative Disclosures about Market Risk			22

Item 4 – Controls and Procedures			22

Part II – Other Information

Item 1 – Legal Proceedings			24

Item 1A – Risk Factors			24

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds			24

Item 6 – Exhibits			25


	Three months ended March 31,
	2026		2025

Revenue	$	76,044	$	115,728
Cost of sales	24,288		31,483
Gross profit	51,756		84,245

Selling, general, and administrative	55,051		85,507

Loss from operations	(3,295)		(1,262)

Other income
Interest income	1,379		1,301
Other income (expense)	(25)		487
	1,354		1,788

Income (loss) before provision for income taxes	(1,941)		526

Provision for income taxes	181		1,298

Net loss	$	(2,122)	$	(772)

Loss per share - basic	$	(0.19)	$	(0.07)

Loss per share - diluted	$	(0.19)	$	(0.07)

Weighted average shares outstanding
Basic	11,006		10,948
Diluted	11,006		10,948


	March 31, 2026		December 31, 2025

ASSETS
Current Assets
Cash and cash equivalents	$	71,529	$	89,303
Inventories, net	21,403		20,228
Investments	97,417		77,970
Income taxes, prepaid	5,316		5,116
Prepaid expenses and other current assets	6,965		9,066
Total current assets	202,630		201,683

Property, plant and equipment, net of accumulated depreciation	29,643		31,230
Right-of-use assets	12,921		7,232
Other assets	6,852		7,828



TOTAL ASSETS	$	252,046	$	247,973

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	38,264	$	38,359


Current lease obligations	3,920		4,603
Total current liabilities	42,184		42,962

Lease obligations, net of current lease obligations	12,181		6,091


Total liabilities	54,365		49,053

Stockholders' Equity
Common stock, par value $0.001 per share: 20,000 shares authorized;
11,119 and 10,991 issued and outstanding
at March 31, 2026 and December 31, 2025, respectively	11		11
Additional paid-in capital	41,488		40,406
Accumulated other comprehensive income	33		234
Retained earnings	156,149		158,269

Total stockholders' equity	197,681		198,920

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	252,046	$	247,973


	Three months ended March 31, 2026
	Number of Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total

Balance, December 31, 2025	10,991	$	11	$	40,406	$	234	$	158,269	$	198,920
Net loss	—	—		—		—		(2,122)		(2,122)
Share-based compensation	212	—		1,896		—		—		1,896
Net shares repurchased for employee taxes	(84)	—		(814)		—		—		(814)


Other comprehensive loss	—	—		—		(201)		—		(201)

Forfeiture of dividends on unvested awards	—	—		—		—		2		2

Balance, March 31, 2026	11,119	$	11	$	41,488	$	33	$	156,149	$	197,681


	Three months ended March 31, 2025
	Number of Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total

Balance, December 31, 2024	10,938	$	11	$	33,136	$	180	$	176,782	$	210,109
Net loss	—	—		—		—		(772)		(772)
Share-based compensation	80	—		1,930		—		—		1,930

Net shares repurchased for employee taxes	(27)	—		(369)		—		—		(369)


Other comprehensive income	—	—		—		59		—		59
Forfeiture of dividends on unvested awards	—	—		—		—		2		2

Balance, March 31, 2025	10,991	$	11	$	34,697	$	239	$	176,012	$	210,959


	March 31, 2026		December 31, 2025

Raw materials	$	6,473	$	4,915
Packaging	1,160		1,654
Non-food finished goods	1,025		1,216
Finished goods	16,486		16,785
Reserve for obsolete inventory	(3,741)		(4,342)
Total	$	21,403	$	20,228


2026 (excluding the three months ended March 31, 2026)	$	3,513
2027	3,779
2028	3,910
2029	1,565
2030	1,116
Thereafter	4,245
Total lease payments	$	18,128
Less: imputed interest	(2,027)
Total	$	16,101


	March 31, 2026		December 31, 2025

Foreign currency translation	$	3	$	3
Unrealized gains on investments	31		231
Accumulated other comprehensive income	$	33	$	234


	March 31, 2026
	Cost		Unrealized Gains (Losses)		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities

Cash and cash equivalents, excluding money market accounts	$	50,961	$	—	$	—	$	50,961	$	50,961	$	—

Level 1:
Money market accounts	20,568		—		—		20,568		20,568		—
Government & agency securities	45,398		95		83		45,576		—		45,576

	65,966		95		83		66,144		20,568		45,576

Level 2:
Corporate bonds	51,513		(54)		382		51,841		—		51,841

Total	$	168,440	$	41	$	465	$	168,946	$	71,529	$	97,417


	December 31, 2025
	Cost		Unrealized Gains (Losses		Accrued Interest		Estimated Fair Value		Cash & Cash Equivalents		Investment Securities

Cash and cash equivalents, excluding money market accounts	$	50,187	$	—	$	—	$	50,187	$	50,187	$	—

Level 1:
Money market accounts	39,116		—		—		39,116		39,116		—
Government & agency securities	23,247		111		80		23,438		—		23,438

	62,363		111		80		62,554		39,116		23,438

Level 2:
Corporate bonds	53,801		198		533		54,532		—		54,532

Total	$	166,351	$	309	$	613	$	167,273	$	89,303	$	77,970


	Three months ended March 31,
	2026		2025

Operating Activities
Net loss	$	(2,122)	$	(772)
Adjustments to reconcile net loss to cash provided by operating activities
Depreciation and amortization	3,483		3,280
Non-cash lease expense	1,160		1,145
Share-based compensation	1,896		1,930
Gain on sale of assets held for sale	(2,184)		—
Loss on sale or disposal of property, plant and equipment	63		387
Realized gain on sale of investment securities	(25)		(7)
Amortization of discount on investment securities	(164)		(190)
Deferred income taxes	—		20
Unrealized loss (gain) on equity investment securities	66		(620)
Change in operating assets and liabilities:
Inventories	(1,175)		3,057
Prepaid expenses and other current assets	649		73
Other assets	262		(41)
Accounts payable and accrued expenses	(1,449)		(5,997)
Income taxes	(200)		1,141
Net cash flow provided by operating activities	260		3,406

Investing Activities
Purchase of investment securities	(49,320)		(14,991)
Proceeds from sale and maturities of investment securities	29,646		14,459
Proceeds from sale of assets held for sale, net of costs to sell	3,637		—
Purchase of property and equipment	(1,096)		(1,522)
Net cash flow used in investing activities	(17,133)		(2,054)

Financing Activities


Net shares repurchased for employee taxes	(814)		(369)
Cash dividends paid to stockholders	(87)		(194)


Net cash flow used in financing activities	(901)		(563)


	Three months ended March 31,
	2026			2025
	Awards	Weighted-Average Exercise Price		Awards	Weighted-Average Exercise Price

Outstanding at beginning of period	22	$	66.68	22	$	66.68
Exercised	—	—		—	—
Forfeited	—	—		—	—
Outstanding at end of the period	22	$	66.68	22	$	66.68
Exercisable at end of the period	22	$	66.68	22	$	66.68


	Three months ended March 31,
	2026			2025
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value

Outstanding at beginning of period	677	$	24.76	279	$	57.21
Granted	406	9.59		451	13.86
Vested	(195)	26.85		(80)	67.24
Forfeited	(22)	19.10		(1)	54.78
Outstanding at end of the period	866	$	17.32	649	$	25.87


2026	Total Number of Shares Purchased (1)	Average Price Paid per Share	Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
January 1 - January 31	—	—	—	1,323,568
February 1 - February 28	34	10.82	—	1,323,568
March 1 - March 31	84,498	9.63	—	1,323,568


	March 31, 2026		March 31, 2025

Net gains recognized during the period on equity securities	$	—	$	600
Less: Net gains recognized on equity securities sold	—		—
Unrealized gains recognized during the reporting period on equity securities still held at the reporting date	$	—	$	600


Exhibit Number						Description of Exhibit

3.1						Restated and Amended Certificate of Incorporation of Medifast, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-31573) filed February 27, 2015).

3.2						Amended and Restated Bylaws of Medifast, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Amendment No. 1 Current Report on Form 8-K (File No. 001-31573) filed on December 4, 2019).

10.1						Amended and Restated 2012 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-31573) filed on June 20, 2025).

10.2						Cooperation Agreement, dated as of March 19, 2026, by and among Medifast, Inc., Steamboat Capital Partners LLC, and each of the other related persons set forth on the signature pages thereto. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-31573) filed on March 20, 2026)

10.3						Medifast, Inc. Directors’ Deferred Compensation Plan (Amended and Restated) (filed herewith).

10.4						Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Performance Share Units Award Agreement (CEO and CEO Direct Reports) (filed herewith).

10.5						Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Performance Share Units Award Agreement (Standard ) (fil ed herewith).

10.6						Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Deferre d Share Employee Award Agreement (CEO and CEO Direc t Reports) (filed herewith).

10.7						Medifast, Inc. Amended and Restated 2012 Share Incentive Plan Deferred Share Employee Award Agreement (Standard ) (filed herewith).

31.1						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101						The following financial statements from Medifast, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed May 4, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity, and (vi) Notes to the Condensed Consolidated Financial Statements (filed herewith).

104						Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


By:			/s/ DANIEL R. CHARD
			Daniel R. Chard
			Chief Executive Officer
			(Principal Executive Officer)

Dated:			May 4, 2026


			/s/ JAMES P. MALONEY
			James P. Maloney
			Chief Financial Officer
			(Principal Financial Officer)

Dated:			May 4, 2026

SEC Form 10-Q filed by MEDIFAST INC