MEDIFAST INC

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Annual Meeting Inform ation

Matters to be Votedon at the Annual Meeting and Board Recommend ations

Our Board of Directors and Director Nominees

The following table provides information about our current Board of Directors and nominees.

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2023 Business Highlights and Performance Overview

The Company has been facing an increasingly competitive landscape, in which acquiring customers has become more difficult due to competitive pressures from GLP-1 medications being sought after by our potential customers, and challenging and uncertain macroeconomic environment. We are continuing to focus on financial and operational agility, and have also begun work on a number of new initiatives to aid in increasing revenue and profit growth in the years ahead. While some of these initiatives started in 2023, others are expected to begin in 2024, with all expected to be funded internally by the Company’s existing cash position, capital previously utilized for dividends, as well as savings from the Company’s expense reduction efforts.

At the core of the Company’s initiatives is its desire to grow its business by broadening its customer base through increased brand visibility and recognition, and by significantly expanding its total addressable market. Areas of investment anticipated for the year include instituting a new marketing campaign and upgrading customers’ digital experience to increase brand awareness and drive customer adoption, as well as cultivating new customers through the Company’s collaboration with LifeMD. In September of 2023, the Company entered the $30 billion sports nutrition market, launching its OPTAVIA ACTIVE line of products. In December of 2023, we entered into a collaboration agreement with LifeMD, a leading provider of virtual primary care. In January of 2024, we expanded into the medically supported weight loss market by operationalizing the collaboration with the goal of creating a comprehensive and seamless solution for customers who desire to use medications and OPTAVIA’s lifestyle enhancement program. This collaboration brings together OPTAVIA’s personalized habit-based, coach-guided approach with medical expertise from board-certified affiliated LifeMD clinicians and access to weight loss medications, including GLP-1s.

2024 will likely be one of the most pivotal years in Medifast’s history, as we adjust to the paradigm change in the weight loss industry and aggressively execute on bold initiatives to transform and grow our business. We believe by significantly broadening our customer acquisition activities, through launching our new Company-led marketing activities, upgrading customers' digital experience, collaborating with LifeMD, to activate their patient base and partnering with our thousands of Coaches to strengthen their offer and extend their outreach, we will position Medifast for future success.

Our Governance Snapshot

Goodgov ernance is a critical part of our corporate culture. The following provides an overview of certain of ourgov ernance practices:

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Corporate Governance Documents

You will find current copies of the following corporate governance documents on our website at

https://ir. medifastinc. com/governance-documents:

•Corporate Governance Guidelines

•Code of Conduct and Business Ethics

•Audit Committee Charter

•Compensation Committee Charter

•Nominating/Corporate Governance Committee Charter

•Executive Committee Charter

Human Capital

People are at the heart of everything we do at Medifast, and we are committed to delivering a differentiated employee experience that we believe enables our team members to grow and participate in work that is challenging and rewarding. Our organizational culture is centered on fostering healthy cross functional relationships and an environment where clear and transparent communication is an important part of how we work. Our Company has navigated significant change in 2023 due to a disrupted business environment. Creating goal alignment and strategic clarity have been key to driving solidarity and increased focus on developing our path to growth. We believe maintaining strong peer relationships and teaming are critical components to achieving our goals. We use our Culture Contract and accompanying Toolkit to enable our team members in deepening their understanding of Medifast values and to understand how their success translates to the success of the greater team, our Coaches, Customers, and stockholders. In 2023, we released our first Culture Contract training aimed at giving team members an opportunity to apply our Core Values or Success Drivers to real world business scenarios and discuss how they can

iii use the Culture Contract to help bring desired behaviors to life. Once concluded, we surveyed team members to get feedback on certain components of the training, specifically, quality of content, ability to apply what was learned and level of psychological safety. Of those surveyed, 91% felt that the content was fresh, and they learned something new, 97% understood how to apply what was learned to on-the-job situations and 97% felt psychologically safe while contributing to conversations during the training. The feedback gained will help guide and elevate future phases of Culture Contract training. To further support this transformation period and our Success Driver, Innovate, we launched a virtual Innovation Box to give team members the opportunity to submit new ideas, with a focus on productivity and client acquisition. This effort is tied to our recognition program, to reinforce the free flow of ideas that enable Company growth.

Learning and development are key aspects of our culture and important in delivering critical capabilities in a time of change. As part of our performance management process (PEAK), team members and their people leaders have regular conversations around goal setting, career development, mid-year check-in and year-end performance reviews. In 2023, we enhanced our performance management process by introducing an improved technology platform which delivers a superior user experience as our team members engage in regular conversations on performance and development. The tool automates 360 feedback, reinforcing the role of feedback in developing strong relationships. Through our Optimal Learning platform, team members have access to online courses. In 2023, we added a Culture Journey learning path to give new team members an easy and dynamic format for learning about our Company culture. In addition, we have several programs to enable relational learning such as our Summer Leadership Speaker series, which features senior-level team members sharing their professional insights and stories, career journeys and what drives their passion for their current roles, and Coach Encounters, a program that gives team members an opportunity to hear directly from our Coaches about their work in supporting the health journeys of our customers and the role the Company plays in supporting lifelong transformation. Our shadow program, Level Up, continued to grow for a second year, resulting in three promotions in 2023. This program increases sponsorship of junior talent, exposing them to new skills and areas of the business with a goal of preparing them to take on more responsibility in the future. As a learning organization committed to prioritizing experiences that help our team members, as well as the Company, continually learn and grow, it is common practice for us to conduct regular evaluations of these experiences through surveys, retros and postmortems. These conversations help us measure the impact, success and usefulness of our programs and events so we can continually work to improve future iterations of these experiences.

Recognition is a key attribute of our culture and is essential for fostering positive relationships. We believe fostering a sense of gratitude is important in nurturing strong relationships and building tight-knit communities. Our #AcedIt! program allows for social, points-based and tangible recognition and also celebrates team members for achieving important milestones in service. In 2023, we achieved over 90% participation in our #AcedIt! program.

At Medifast, we are committed to being a best-in-class health and wellness company, not just for our Coaches and Clients, but for our team members, too. That means creating a work environment that cultivates optimal health and wellbeing. We do this by providing healthy food options in our vending machines and food markets, providing our team members with an allowance of up to $2,400 per year for OPTAVIA Fuelings and a healthy hydration program that allows team members to access free flavored and sparkling water via our Bevi® machines. Additionally, our Bevi® machines have had a positive environmental impact by eliminating over 100,000 one-time use water bottles in our offices to-date. In addition to these initiatives, our Wellness Committee continues to engage team members to help champion wellness events, on a voluntary basis. Key wellness events in 2023 included a Wellness Week that offered Biometric clinics, flu clinics and educational webinars tied to healthy habits. Topics ranged from maximizing 401k benefits, exercise-based activities, mental health webinars and more. The Biometric clinic allows our team members to get vital metrics on key health indicators, such as cholesterol, Body Mass Index, blood pressure and blood sugar to empower them in managing their health. We also continue to sponsor the Waterfront Wellness program which had 569 unique community member registrants for the season, 1,988 attendees (not unique) and an offering of over 150 free fitness classes for the summer 2023 season.

Our LiveWell platform continues to be adopted across our organization, with over 70% of team members leveraging the tool. LiveWell delivers a customizable and complete wellness program to support team members in their wellness journey and helps them to be more proactive in managing their health. The LiveWell platform streamlines wellness and healthcare resources, and includes opportunities for rewards while participating in wellness initiatives that are intended to promote the development of healthy habits. Team members can earn #AcedIt! points to spend when they complete wellness related activities. This incentive is available to all team members regardless of whether they participate in our health plans. In January 2023, we relaunched the Experience OPTAVIA: Employees on Plan program with enhanced support and tools in response to feedback received from team members. This version of the program enables selected team members to participate in a health journey for a 3-month period, supported by a Coach and free Fuelings, and is focused on engaging our team members in owning their health and wellness and experiencing our mission firsthand. In 2023, aligned with the launch of our OPTAVIA Active® product line, we challenged our Coaches and team members to get in motion. Medifast team members took the challenge and the Company-sponsored special contests and activities related to this event. Also, in 2023, Medifast was awarded

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Healthiest Maryland Businesses Exemplar Award, the highest-level award available for wellness from the Maryland Department of Health. We were also recognized in the 2023-2024 rankings by U.S. News & Reports as a Best Place to Work in the Food & Drink Industry with wellbeing being noted as one of the employee experience factors contributing to our selection.

Our Work Playbook enables our team members to integrate work principles aligned to our culture that help us optimize productivity, accountability, flexibility and wellbeing. The Work Playbook is a tool used to empower our team members to do their best work while sustaining strong collaboration, trust and effectiveness. As part of establishing our work strategies, each hybrid or remote based team is required to complete a Team Agreement. Their agreement details how the team will engage with one another, document shared norms to govern their communication, nurture in-person engagement, establish key priorities and commit to the cross-functional teams they support in delivering against our business goals.

Promoting Diversity

The success of our teams is made possible in part by the diversity of backgrounds, perspectives, skills, and experiences of our leadership, team members and Coaches. Diversity is one of Medifast’s Core Values and is an important part of our Company culture.

As of December 31, 2023:

•50% of our independent Board members were racially diverse or female

•50% of our executive officers were racially diverse or female

•64% of our employees were racially diverse and 49% identified as female or other

Information relating to and a list of our independent Board members can be found beginning on page 6 herein, and a list of our executive officers can be found beginning on page 17 herein.

At Medifast, we recruit, employ, train, compensate and promote without regard to race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, marital status, status as a protected veteran, genetic information or any other characteristic protected by federal, state or local law. Our talent acquisition and employment policies are inclusive, and we respect both the spirit and letter of the laws of equal employment opportunity. In addition, we are committed to generating an open dialogue with our team members as well as learning additional ways to foster a more inclusive work environment. To maintain our inclusive culture, we continually review our internal processes for combating bias, promoting inclusion and increasing the diversity of our employee community. In 2023 we continued to offer live training on diversity, bias and inclusion to all our new Senior Leaders and will look to repeat this on a biannual basis. We also continue to support programming and work practices that will strengthen community bonds, encourage psychological safety and create channels that enable two-way conversations with an ultimate goal of providing team members numerous opportunities to lend their voice and shape their work experience. Programs like Culture Club, a monthly gathering open to all team members, that promotes inclusion and builds bonds among team members, and the Loop, a listening platform that empowers team members with a way to provide feedback on their work experience and Company culture are two great examples of programs we have in place to support diversity, equity and inclusion. For the past two years, we have also hosted a Culture Week to celebrate the differences that make our Community special and provide team members with activities like our All-Hands Meetings and holiday events to bring team members closer and build rapport.

It is important to us that our culture initiatives reinforce the behaviors and actions that foster an empathetic, inclusive culture where different thoughts, ideas, experiences and identities are embraced, valued and celebrated, and where team members feel empowered and inspired to be their authentic best selves.

Social and Environmental Responsibility

We are committed to corporate responsibility and sustainability at Medifast and in the communities where our employees, independent OPTAVIA Coaches, and Clients live. We are continuing to evaluate our environmental, social, and governance ("ESG") priorities, policies, practices, and reporting procedures. Although we are in the early stages of our ESG efforts, we believe we have demonstrated our commitment to ESG matters through various initiatives, including those described in the below Human Capital, Promoting Diversity, and Social and Environmental Responsibility sections. For additional information on our governance practices, please see our Governance Snapshot above, and Information Concerning our Board of Directors, The Committees of the Board, The Board's Role in Risk Management, and the Code of Conduct and Corporate Governance Guidelines sections included herein.

Medifast’s commitment to helping our Customers achieve lifelong transformation starts with the work our independent OPTAVIA Coaches do and includes actively supporting the communities where we live and work. In 2018, we launched our comprehensive philanthropic initiative, Healthy Habits For All, which advances our mission by bringing healthy habits to even more people, aligning who we are with how we give. It provides children in under-resourced communities with the education

v and access necessary to make healthy habits a reality. Through this initiative, the Company donated more than $2.5 million to local and national nonprofits from 2018 through 2023. Medifast team members and independent OPTAVIA Coaches have volunteered their time to numerous service activities, from hosting fundraisers to assembling youth and school garden kits to help kids (and adults) in the community get excited about eating healthy foods.

In 2023, under the education pillar of the program, our free "Healthy Habits For All" curriculum continued to be utilized by educators throughout the nation, impacting more than 100,000 students. Lessons are designed to equip students with the skills, knowledge and confidence needed to build healthy habits from a young age and are available free of cost to millions of teachers nationwide, though the initiative aims to prioritize access for students in Title I schools.

Additionally, together with our Coach and Client Community, we increased access to nutritious food through a continued partnership with the national nonprofit No Kid Hungry; to date, we helped provide nearly 14 million* healthy meals to deserving kids. We also expanded our local impact by building an educational demonstration garden at a food bank near our headquarters in Baltimore, which promotes healthy eating and learning, as well as remodeling a kitchen at a local community center used by our long-time local nonprofit partner Living Classrooms Foundation.

But there’s still more to be done. In 2024, through Healthy Habits For All, we expect to continue working to help break the generational chains of poor health to give people the ability to transform their health and wellness destinies – with our sights set on ultimately creating healthier communities.

Medifast opened two distribution warehouses in 2021, in Havre de Grace, Maryland and Fort Worth, Texas. For all of its warehouses, Medifast converted all conveyor motor systems from AC motors to more energy efficient DC motors. These new motors reduced energy usage for these systems by approximately 80%. Other benefits surrounding the new units include their impact on employees. The units are much quieter, operating at lower decibels to help lessen the need for ear protection, and have improved safety features. This switch has resulted in a more favorable employee experience for those working on these lines.

Furthermore, we are ensuring that our manufacturing and warehouse locations operate in an environmentally efficient manner. All of our locations utilize cardboard recycling programs, and do not use Styrofoam products. They also utilize motion activated, energy efficient LED lighting. We utilize skylights where possible, to reduce electricity usage. Finally, our Havre de Grace distribution warehouse takes advantage of a thermoplastic polyolefin (“TPO”) roof, a single-ply white membrane which reflects heat instead of absorbing it. This allows the building to remain cooler while reducing the need to use HVAC systems and lowering electricity usage and cost.

Finally, Medifast is committed to operating its business in an ethical manner, and it expects the same standards from those partners in its supply chain. In 2019, Medifast established a Vendor Code of Conduct, which went into effect in early 2020, setting forth the procedures Medifast follows in order to ensure its third-party suppliers and subcontractors within its supply chain comply with applicable laws, rules and regulations, including those relating to the environment and our operations.

*$1 can help provide 10 meals. No Kid Hungry does not provide individual meals; these donations help support programs that feed kids. Learn more at NoKidHungry.org/OneDollar.

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Howto Cast Your Vote

Yourvoteisimportant! Please cast your vote and play apartinthe future of Medifast. Even if you plan to attend our Annual Meeting in person, please castyourvoteassoon aspossible.

Stockholdersof record, whoholdsh ares registered intheir name, canvoteby any ofthe following methods:

Ifyou holdyoursharesinstreetname, you mayinstructyour bank, brokeror other nominee to voteyoursharesby following theinstructionsthat your bank, broker orother nomineeprovides to you. Most brokers offer votingbymail, bytelephone andonthe Internet.

Beneficial owners who own shares through a bank, brokerage firm or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, as provided by the bank, brokerage firm or other financial institution. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all of your shares.

See the "General Information About the Annual Meeting and Voting" section for more details.

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