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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2024 Business Highlights and Performance Overview

This past year was a pivotal year for Medifast, as we continued to transform our business to meet the changing nature of a health and wellness market that has been revolutionized by the rising acceptance of GLP-1 medications. The increasingly competitive landscape along with a challenging and uncertain macroeconomic environment has resulted in pressures on customer acquisition. We remain focused on financial and operational agility, and are implementing initiatives to aid in increasing revenue and profit growth in the years ahead. At the core of these initiatives is our desire to grow the business by broadening our customer base. Our coaches play a significant role in this growth. We are engaging our coach network in powerful discussions, providing them with new insights and content, and rewarding coaches who lead the way in attracting new customers. We are supporting our coach network’s efforts by upgrading customers' digital experience, supplementing coach marketing with company led marketing campaigns, providing access to GLP-1 medications through our collaboration with LifeMD, Inc. (Nasdaq: LFMD) and GLP-1 specific plans for customers who prefer a medically supported weight loss option, and continuing to launch new products. These initiatives have been funded internally by the Company’s existing cash position and savings from the Company’s expense reduction efforts, Fuel for the Future.

Throughout 2024, we worked to adapt to the new realities of the market and ensure that Medifast can flourish as a health and wellness company in a GLP-1 world. That means offering solutions to meet the diverse needs of consumers, whether they are currently on GLP-1 medications, transitioning off of them, or pursuing weight loss only through our proven habit-based approach.

GLP-1 medications that meet the FDA weight loss mandate are prescribed along with the recommendation to make lifestyle modifications, such as through a structured program like those offered by OPTAVIA, that encourages a reduced-calorie diet and increased physical activity. While medically supported weight loss can be effective, long-term success is much more likely when combined with nutrition and lifestyle changes. Additionally, loss of lean muscle mass and maintaining proper nutrition while on a reduced-calorie diet are two main areas of concern for patients on medically supported weight loss, with evidence suggesting that the loss of lean muscle mass can range from 20% to 50% of total weight loss. Furthermore, scientific research published by Medifast recently revealed that GLP-1 medications can cause muscle loss equivalent to a decade’s worth of naturally occurring loss within just 12-18 months. At the same time, while there can be no doubt that GLP-1 medications are effective for initiating weight loss, studies show that up to 74% of patients transition off the medication in the first 12 months of use and studies also show that two-thirds of weight lost on GLP-1 medications is typically regained within 12 months of stopping treatment, with cardio metabolic benefits often reversing.

To help address this need, Medifast began tailoring its offerings to customers both on GLP-1 medications and those who have transitioned off of them. We have reformulated our GLP-1 Nutrition Support Kit, designed specifically for those utilizing medically supported weight loss and, as part of a reduced-calorie diet, provide adequate consumption of proteins and amino acids to help aid in the retention of lean muscle mass. Additionally, in December 2024, we launched a new product line, OPTAVIA ASCEND™, specifically designed for people using GLP-1 medications and supports those looking for help keeping weight off, regardless of how the weight was lost. OPTAVIA ASCEND features high-protein, fiber-rich mini meals and a daily nutrients pack that serve as the foundation for two of our science backed nutrition plans, including the GLP-1 Nutrition Support Plan and the Optimization Plan. At the end of 2024, approximately 44% of our coaches were supporting at least one customer on GLP-1 medications, which validates our focus on the needs of the GLP-1 customer.

2025 will likely be another critical year in Medifast’s history, as we adjust to the changes 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, 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. In 2024, our company continued to navigate a challenging business environment and focused on executing new programs, products and initiatives to reestablish our growth trajectory. Creating goal alignment and strategic clarity have been key to driving solidarity and increased focus. 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 to deepen 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 2024, select senior leadership was provided change planning resilience training and coaching to ensure they could confidently lead their teams in a way aligned with our culture, as they navigate the changing business landscape.

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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. This process is enhanced by a technology platform that enables documentation and ongoing dialogue between managers and team members, providing opportunities to acknowledge wins and cascade shared goals. The platform also automates any time feedback and 360 feedback reinforcing the role of feedback in enhancing development and strengthening relationships. In 2024, we re-introduced performance ratings to our PEAK program, giving leaders another tool to reinforce accountability, an important core value for our company. Through our Optimal Learning platform, team members have access to online courses. For example, we have a Culture Journey learning path to give new team members an easy and dynamic format for learning about our Company culture. In 2024, we added a new learning content provider that gives our team members access to over 80,000 courses including continuing education credit courses to support certifications and a free subscription to Blinkist, a micro learning application that provides access to abbreviated summaries of nonfiction books and podcasts. 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, 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. In 2024, we rolled out our Level Up Skills Vault, a repository to capture the existing strengths and capabilities of our team members and the skills they would like to improve or add to their toolbox. We envision the Skills Vault will provide us with critical insights on how to better program future learning interventions and will eventually serve as a gateway for increasing internal mobility. In 2024 we also designed and launched a new Senior Leader Standards guidebook to ensure our senior leaders understand the skills, competencies, experiences and internal processes that are essential to master as they progress in their seniority with the company. Additionally, we established a set of norms and behaviors to emphasize the importance of how our leadership represents our culture and promotes the ways of working and relationship building that we believe are essential for keeping our community strong. 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 celebrates team members for achieving important milestones in service. In 2024, we achieved over 93% 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 customers, 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 products 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 138,000 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 2024 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 771 unique community member registrants for the season, 4,312 attendees (not unique) and an offering of over 100 free fitness classes for the spring and summer 2024 season.

Our LiveWell platform continues to be adopted across our organization, with over 85% 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. Our Employees on Plan program continues to flourish in its third year. This 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 2024 we had 14 team members who participated and for those reporting, lost a total of 114 pounds. To further support the Healthy Habit of Motion, in 2024, we launched a new Motion

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Masters Dance Challenge to encourage team members to adopt a fun way to get their steps in. In 2024, we won the highest-level Well Workplace Award, Platinum, from the Wellness Council of America, the 2024 Gold Workplace Well-being Award for Making a Difference from Aetna and recognized at the Exemplar level by Healthiest Maryland Businesses. In addition, for a second year in a row, we were recognized by U.S. News & Reports as a Best Place to Work 2024-2025, in the Food & Drink Industry, a reflection of the work we have done to nurture our culture and support a strong employee experience.

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, 2024:

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

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

•61% of our employees were racially diverse and 48% 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, our talent acquisition and employment policies are inclusive. 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 or genetic information. 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 2024, we deployed additional, on demand, trainings that focus on diversity and inclusion as part of the roll out of our new content library. 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 gathering open to all team members that promotes inclusion and builds bonds among team members, and The Loop, our listening initiative, powered by a technology 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 customers live. We are continuing to evaluate our environmental, social, and governance ("ESG") priorities, policies, practices, and reporting procedures. Although we remain 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. Our comprehensive philanthropic initiative, Healthy Habits For All, advances our mission by bringing healthy habits to even more people, aligning

v who we are with how we give. It provides children in under-resourced communities with the education 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 2024. Additionally, 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.

Since the program's inception, we have provided education and access to children and families in underserved communities, empowering them to adopt healthy habits that can lead to transformation. Under the education pillar of the program, our free "Healthy Habits For All" curriculum has been 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 customer community, we are continuing to increase access to nutritious food through an ongoing partnership with the national nonprofit No Kid Hungry; to date, we have helped provide nearly 14 million* healthy meals to deserving kids. Locally, we support our long-time local non-profit partner, Living Classroom Foundation, to promote healthy eating and lifestyles to children and families in underserved communities in Baltimore.

But there’s still more to be done. In 2025, 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.

Furthermore, we are ensuring that our manufacturing and warehouse locations operate in an environmentally efficient manner. Last year, we announced a change in our conveyor motor systems from AC to DC motors, which reduced energy consumption and resulted in a more favorable and safe experience for those employees working on the lines. 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. Medifast's Vendor Code of Conduct sets 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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