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.

(1) Messrs. Brown and Hoer will not stand for re-election at the Annual Meeting.

(2) Messrs. Kiai and Rose have not previously served as directors and are standing for election as directors at the Annual Meeting.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Forward-Looking Statements. This Proxy Statement contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included in this Proxy Statement are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “may,” “will,” “should,” “anticipate,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “would,” “could,” or the negative of these terms, and similar expressions and are made in connection with discussions of future operating or financial performance and/or events or developments that we expect or anticipate will occur in the future. These statements involve known and unknown risks, uncertainties, and other factors that could cause our actual results or outcomes to differ materially from the forward-looking statements expressed or implied in this Proxy Statement. Such risks, uncertainties, and other factors include those risks described in the Form 10-K, filed February 17, 2026, including those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and in subsequent filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Proxy Statement. The Company expressly disclaims any obligation to update any information contained in this Proxy Statement or to publicly release the results of any revisions to forward-looking statements to reflect events or circumstances of which we may become aware after the date of this Proxy Statement, except as required by law.

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2025 Business Highlights and Performance Overview

In October 2025, Medifast announced a strategic transformation focused on holistic metabolic health. This shift leverages the Company’s extensive experience in structured weight loss to address the root causes of metabolic dysfunction. By aligning proprietary scientific research, an enhanced product ecosystem, and personalized coaching, the Company has established a long-term growth strategy designed to capture a larger, more sustainable share of the metabolic health market over the next decade.

Central to this transformation is Metabolic Synchronization®, a breakthrough science platform that reverses metabolic dysfunction through a targeted reset of the body’s metabolism. Clinical data from a 16-week study validated this approach, with participants on the Company’s 5 & 1 plan experiencing a 14% reduction in visceral fat, retention of 98% of their lean mass, and achieving clinically significant weight loss. This approach distinguishes Medifast’s offerings in an evolving weight-management and metabolic health landscape.

To support this scientific focus, the Company significantly updated its coach-led model in 2025 with two main initiatives:

•The EDGE Program: Launched in early 2025, this initiative provides a structured roadmap for coaches, incentivizing progressive business-building behaviors and leading indicators of success.

•Premier+: Rolled out in July 2025, this refreshed auto-ship program offers an optimized pricing architecture and provides a more reliable and predictable compensation structure for coaches.

These enhancements were designed to make client acquisition and retention easier for coaches. These strategic investments yielded tangible results in the second half of the year.

A key milestone in the Company’s stabilization was achieved in the fourth quarter of 2025, as coach productivity turned positive year-over-year for the first time since mid-2022, with revenue per active earning coach increasing 6%. Historically, sustained productivity improvement has served as a leading indicator of broader stabilization and future growth.

As Medifast enters 2026, the Company is transitioning from transformation to execution. With a solid cash base and no debt, the Company has aligned its cost structure with current economic and industry realities while maintaining the capacity to invest in future growth. This foundation supports the reinstatement of annual guidance and a leadership transition announced in January 2026. Looking ahead, the Company expects continued improvement in coach productivity and anticipates that the launch of the next-generation metabolic health product line in 2026 will drive meaningful improvement in its results starting in the fourth quarter of 2026.

Through its unique combination of personalized coaching, community support, and science-backed nutrition, Medifast is positioning itself to lead the advancement of metabolic health and deliver long-term value to stockholders.

Our Governance Snapshot

Goodgov ernance is a critical part of our corporate culture. The following provides an overview of our keygov 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, meaningful, 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 2025, we focused on renewing excitement around the opportunities our programs, plans and community offer those seeking to make a healthy lifestyle second nature.

During this year, we began our transition to becoming a metabolic health company, as we continued to navigate a dynamic and challenging business environment while seeking positive health outcomes for our clients. Our focus has been to create a repeatable opportunity renewal cycle that drives greater innovation and progress towards advancing our mission. Educating our team members about the key operational metrics, such as coach productivity, and its link to important financial metrics has been an important part of our communication strategy. This understanding has helped drive alignment between our strategy, goals and the tactics we deployed to propel business momentum.

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We believe maintaining strong peer relationships and teaming are critical components to achieving our goals. We use our Culture Compass, 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, clients, and stockholders. In 2025, our core values of Teaming, Courage, Empowerment and Partnership were particularly critical to advancing our strategy. We challenged our team members to be courageous as they explore innovations and empower their teams to embrace new ways of working in support of our metabolic health strategy. Together, we continue to build relationships built on trust, nurture a caring and empathetic environment, and prioritize the mental and physical well‑being of our people.

To increase organizational agility and support our ambitious goals, we modified our in‑office work requirement to three days per week to promote in‑person collaboration, brainstorming and faster problem solving, while preserving the flexibility that our team members value. Through our ongoing engagement surveys, The Loop, we know flexibility and autonomy are important. Accordingly, we allow up to two days per week of remote work, encourage minimal meetings on Fridays to provide dedicated focus time, and offer a Summer Friday program to provide additional flexibility during the summer months.

In 2025, we introduced our new intranet platform, the Mediverse, to provide a dynamic and user‑friendly experience through which team members can access relevant and current information about our business strategy, culture, important events and leadership communications. Our weekly “Pulse” newsletter is now delivered to team members through the Mediverse to help ensure important initiatives and events are communicated promptly. We also have an active community of content contributors who regularly publish both social and business‑related content. As of December 31, 2025, over 90% of our team members were actively engaged on Mediverse. The platform includes unique channels that support team members in connecting to our mission and to each other. For example, our “Brightside” channel enables team members to share good news, and our “Optimal Impact” channel highlights volunteer and giving opportunities. To further reinforce our mission in action, team members receive up to 16 paid hours per calendar year to volunteer their time in their communities.

Ensuring our organization is united by our values and a “one team, one mission” mindset remains a top priority. Our cultural narrative is embedded in our core human capital processes so that team members understand how their success contributes to the success of the broader team and ultimately to an excellent coach and client experience. Each year, we host Coach Encounters, which provide opportunities for team members to hear directly from our independent coaches about their personal journeys and how our company supports their work in seeking positive health outcomes for our clients. In 2025, we also hosted several Executive Director Summits for coaches who achieved the Executive Director rank and met specified criteria, creating additional opportunities for mutual learning and recognition between our coaches and corporate team members.

In March 2025, we launched our “Impact One More” challenge, encouraging team members to participate in coach events and other community‑building opportunities to immerse themselves in our mission and see how their work supports our strategic goals. More than 100 team members participated in at least one event, including live and digitally streamed coach events, podcasts about our business, Healthy Habits For All volunteer initiatives and more. Participants earned #AcedIt points, and top achievers are recognized at our All-Hands events.

Learning and development are key aspects of our culture and are important in delivering critical capabilities in a time of change. As part of our performance management process (PEAK), team members and their people leaders engage in regular conversations around goal setting, career development, mid-year check-in and year-end performance reviews. This process is supported by a technology platform that enables documentation and ongoing dialogue between managers and team members, providing opportunities to acknowledge wins and facilitating the cascading of shared goals. The platform also supports on-demand and 360-degree feedback reinforcing the role of feedback in enhancing development and strengthening relationships.

Through our Optimal Learning platform, team members have access to online courses and curated learning paths, including a Culture Journey path to give new team members an easy and dynamic way to learn about our culture. We continue to enhance our digital learning offerings, including access to third-party content to support professional development, professional certifications and continuous learning. 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.

Our Level Up shadow program increases sponsorship of junior talent within our supply chain, exposing them to new skills and areas of the business with a goal of preparing them to take on greater responsibility in the future. In 2025, we extended Level Up to salaried high‑potential team members within the supply chain. We also made it a requirement for new hires to add their current and desired skills to the Skills Vault, a repository that captures the existing strengths and capabilities of our team members. Over time, we expect the Skills Vault to provide critical insights to help us design future learning interventions and increase internal mobility.

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In support of building a strong leadership team, we continued to embed our senior leadership team (SLT) standards. Our SLT Standards guide describes the skills, competencies, experiences and internal processes senior leaders are expected to develop as they advance at Medifast. In 2025, we introduced an assessment template for SLT team members and their managers to use in development conversations and to support future career progression.

We also introduced a second speaker series, Fuel Up, a lunch‑and‑learn program designed for manager‑level and above subject‑matter experts. Fuel Up aims to inspire, educate and spotlight expertise across our organization by allowing team members to explore new ideas, share innovative thinking with peers and practice their presentation and leadership skills, while gaining knowledge that deepens their understanding of our business and helps drive progress. 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 2025, 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 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 180,000 one-time use water bottles in our offices to date.

We also want our employees to experience the support our coaches provide to their clients every day. Our Employees on Plan program allows team members to experience the support of a coach as they pursue their own journeys toward optimal health and well‑being.

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 2025 included a Wellness Week that offered biometric clinics, flu clinics and educational webinars tied to healthy habits. Topics ranged from maximizing 401k benefits, to 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.

Our LiveWell platform continues to be adopted across our organization, with over 93% of team members leveraging the tool and more than 2,000 preventive health challenges completed. 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 2025, we won the highest-level Well Workplace Award, Platinum, from the Wellness Council of America, the 2025 Gold Workplace Well-being Award for Making a Difference from Aetna and were recognized at the Exemplar level by Healthiest Maryland Businesses, a reflection of the work we have done to support positive health outcomes in the lives of our team members.

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, 2025:

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

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

•63% of our employees were racially diverse and 51% identified as female or other

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Information relating to and a list of our independent Board members can be found in the PROPOSAL 1: ELECTION OF DIRECTORS section herein, and a list of our executive officers can be found in the EXECUTIVE OFFICERS section 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. 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 The Loop, our listening initiative, which is powered by a technology platform that provides team members with a way to share feedback on their work experience and company culture. For the past three 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 coaches, and clients 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 Human Capital, Promoting Diversity, and Social and Environmental Responsibility sections. Furthermore, we continue to ensure that our manufacturing and warehouse locations operate in an environmentally efficient manner. 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 Conductand Corporate Governance Guidelines sections included herein.

Medifast’s commitment to helping our clients achieve lifelong transformation starts with the work our independent 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 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. Additionally, Medifast team members and independent 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 client 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.

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, (that is, they are held in the name of abroker, financial institutionor other nominee) you will receive instructions with your materials that you must follow in order to have your shares voted.. Most brokers offer votingbymail, bytelephone andonthe Internet. 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.

Please review your voting instruction form to determine whether you will be able to vote by telephone or over the Internet.

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

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