SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Johnson Nicholas Mark

(Last)

(First)

(Middle)

C/O MEDIFAST, INC.

1501 S. CLINTON STREET, SUITE 500

(Street)

BALTIMORE

MARYLAND

21224

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2026

3. Issuer Name and Ticker or Trading Symbol
MEDIFAST INC [ MED ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	18,776	D
Common Stock (Restricted Stock Unit)	2,428⁽¹⁾	D
Common Stock (Restricted Stock Unit)	13,457⁽²⁾	D
Common Stock (Restricted Stock Unit)	34,906⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	02/07/2023	02/07/2028	Common Stock	22,640	$66.68	D

Explanation of Responses:

1. 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, March 13, 2024. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. 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, March 25, 2025. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

3. 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, March 25, 2026. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

Exhibit List: Exhibit 24 - Limited Power of Attorney.

	/s/ Jason L. Groves, attorney-in-fact	03/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)