MEDIFAST INC
For the period ended Mar 31, 2026. Filed May 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-03.
0001628280-25-048332
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-04.
0001628280-26-029898
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 76 previous paragraphs and 75 current paragraphs.
19 unchanged; 37 reworded; 16 added; 17 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 2 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
Medifast, Inc. (“Medifast,” the “Company,” “we” or “us”) is the 40+ year old metabolic health and wellness company known for its science-backed, coach-guided lifestyle system. In October 2025, Medifast announced its strategic transformation, unveiling its focus on holistic metabolic health. The Company started 2026 by moving from transformation to execution, leveraging its extensive experience in structured weight loss coupled with recent scientific research and enhanced product offerings to address the needs of a broader metabolic health market. Medifast’s approach focuses on addressing the root cause of metabolic dysfunction. This strategic shift targets a larger and what is believed to be a more sustainable market, focusing on a long-term growth strategy designed to guide the Company over the next decade by aligning science, products, and coaching with increasing demand for new solutions as awareness of metabolic dysfunction grows.
Current report
In October 2025, the Company introduced Metabolic Synchronization® — a breakthrough science that reverses metabolic dysfunction through a targeted reset of the body’s metabolism. Research demonstrates that the Company's comprehensive system improves metabolic health by activating strong and targeted fat burn, (i.e., by reducing bad visceral fat), preserving lean mass, and protecting muscle.1 This approach results in healthy, quality weight loss that extends beyond the scale, ultimately empowering individuals to achieve their health goals.
Current report
Metabolic health, often misunderstood or overlooked, refers to the body’s ability to efficiently convert food into energy and regulate critical bodily functions. Metabolic dysfunction is a state that can often go unnoticed, placing strain on the body’s metabolic processes and potentially leading to serious health challenges.
Current report
Science has always been integral to Medifast’s identity. Through ongoing research and compelling data that elevate the science behind the Company’s plans and innovative products, the Company is energizing its coach community to empower individuals to take control of their metabolic health. Looking ahead, Medifast plans to launch significant product innovations, incorporating next-generation ingredients for metabolic enhancement. We expect to bring an updated product line to market this year. These upcoming innovations are designed to further strengthen the Company’s offerings to help clients achieve optimal metabolic health.
Current report
While GLP-1 medication usage continues to accelerate, medication alone may not be adequate. Recent research indicates that approximately one-third of users discontinue the medication after six months, and up to 74% stop after a year.2 Furthermore, studies show that two-thirds of weight lost on GLP-1 medications is typically regained within 12 months of stopping treatment, with cardiometabolic benefits often reversing as well.3 GLP-1 medications can be effective tools, but lasting results require more than just medication—they demand holistic behavior change.
Current report
The need for change extends beyond the obesity epidemic, as over 90% of Americans are metabolically unhealthy,4 impacting biomarkers of poor health, energy regulation, and weight management. Healthy quality weight loss that prioritizes burning fat while preserving muscle is essential for improving metabolic health but it demands commitment, consistency, and support. Given that GLP-1 medications are shown to be most effective when combined with lifestyle changes, we see strong alignment with our expertise in helping people create durable habits through coach-supported, behavior-based systems. Our experience in guiding individuals towards change through habit-based systems, supported by a coach, is highly compatible with the demonstrated effectiveness of these medications when paired with lifestyle modifications. Coaches remain central to everything we do, fostering a continuous cycle of growth by attracting and activating new clients, some of whom go on to become coaches themselves.
Current report
In addition to coach support, by focusing on the root causes of metabolic dysfunction, Medifast is seeking to unlock new opportunities to reach and empower individuals at every stage of their health journey. For those utilizing weight loss medications, Medifast’s programs are intended to provide complementary solutions to enhance metabolic function and overall health.
Current report
1 In a clinical study, individuals on the Company's 5 & 1 Plan experienced a reduction of 14% visceral fat and 98% of lean mass was retained at 16 weeks. Arterburn, L.M., C.D. Coleman, J. Kiel, et al. Randomized controlled trial assessing two commercial weight loss programs in adults with overweight or obesity. Obes Sci Pract 2019; 5/1: 3-14.
Current report
•Provides advanced science and comprehensive behavioral support, with its breakthrough approach, Metabolic Synchronization, that reverses metabolic dysfunction through targeted metabolic reset;
Current report
•Incorporates personalized coach support serving as a key differentiator to our model.
Current report
•Is comprehensive, including nutritional products and support.
Current report
Gross profit: For the three months ended March 31, 2026, gross profit decreased $32.5 million, or 38.6%, to $51.8 million from $84.2 million for the three months ended March 31, 2025. The decrease in gross profit for the three months ended March 31, 2026 was primarily attributable to lower revenue. As a percentage of revenue, gross profit was 68.1% for the three months ended March 31, 2026 compared to 72.8% for the three months ended March 31, 2025. The decrease in gross profit is primarily attributable to the loss of leverage on fixed costs.
Current report
Selling, general, and administrative (“SG&A”): SG&A expenses were $55.1 million for the three months ended March 31, 2026, a decrease of $30.5 million, or 35.6%, as compared to $85.5 million from the corresponding period in 2025. The decrease in SG&A expenses for the three months ended March 31, 2026 was primarily due to a $16.2 million decrease in coach compensation on lower volume and fewer active earnings coaches, a $5.6 million decrease in company-led marketing related expenses, a one-time $2.2 million gain on the sale of our Maryland Distribution Center building and land previously classified as held for sale, and a $2.0 million decrease in employee compensation resulting from the realignment of the employee base to lower revenue levels. As a percentage of revenue, SG&A expenses were 72.4% for the three months ended March 31, 2026 as compared to 73.9% for the corresponding period in 2025. The decrease in SG&A expenses as a percentage of revenue for the three months ended March 31, 2026 was primarily due to approximately 470 basis points of decreased company-led marketing related expenses and 240 basis points of one-time gain on the sale of our Maryland Distribution Center building and land previously classified as held for sale, partially offset by 620 basis points of loss of leverage on fixed costs due to lower sales volume. SG&A expenses included research and development costs of$1.1 million for both the three months ended March 31, 2026 and 2025, in connection with the development of new products, programs and clinical research activities.
Current report
Provision for income taxes: The Company computes its income tax provision for interim periods in accordance with ASC 740. For interim periods during the year ended December 31, 2025, the Company calculated an annual effective tax rate and applied that rate to year-to-date ordinary income or loss to calculate its quarterly income tax provision (“AETR Approach”). Due to the existence of a full valuation allowance against its deferred tax assets recorded as of December 31, 2025, the Company did not apply the AETR Approach for the period ended March 31, 2026. Instead, the Company calculated income tax expense for the interim period based on actual results for the quarter. As a result, the Company’s income tax provision for the three months ended March 31, 2026 reflects discrete items, primarily state income taxes. Income tax expense for the three months ended March 31, 2026 was $0.2 million, an effective rate of negative 9.3%, as compared to $1.3 million for the three months ended March 31, 2025, an effective rate of 246.8%. The decrease in the effective tax rate was primarily driven by the increased loss incurred in the March 31, 2026 period and the valuation allowance on the net deferred tax assets. The Company will continue to assess the realizability of its deferred tax assets and the need for a valuation allowance on a quarterly basis. Should the valuation allowance be released in whole or in part, the Company expects to return to applying an estimated annual effective tax rate in future interim periods.
Current report
Net cash provided by operating activities decreased by $3.1 million to $0.3 million for the three months ended March 31, 2026 from $3.4 million for the three months ended March 31, 2025 primarily driven by a $4.2 million decrease related to changes in inventory balances, a $2.2 million gain on sale of assets held for sale, and a $1.4 million decrease in net income, partially offset by a $4.5 million decrease in accounts payable and accrued expenses.
Current report
Net cash used in investing activities was $17.1 million for the three months ended March 31, 2026 as compared to $2.1 million for the three months ended March 31, 2025. The increase in net cash used in investment activities was primarily driven by $19.1 million net increase in investments resulting from the use of proceeds from debt securities previously classified as cash to purchase debt securities classified as investments, partially offset by $3.6 million of proceeds from the sale of the Company’s Maryland Distribution Center building and land.
Removed paragraphs (17)
Previous report
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report
Science has been part of Medifast’s DNA for more than 40 years. With our ongoing research and compelling data elevating the science behind the flagship 5 & 1 plan and innovative products, the company is energizing the coach community to do what they do best, empowering people to take control of their metabolic health. Medifast's weight loss and metabolic health experts unveiled Metabolic Synchronization, a breakthrough approach that reverses metabolic dysfunction through a targeted reset, and is aimed to drive future innovation. Research shows that the Company’s comprehensive plan activated strong and targeted fat burn to enhance metabolic health and body composition by reducing visceral fat, preserving lean mass and protecting muscle, ultimately empowering individuals to reach their health goals. Looking ahead, we plan to launch significant product innovations, incorporating next-generation ingredients for metabolic enhancement. We expect to bring this new product line to market next year.
Previous report
As part of our strategy to remain competitive in the rapidly evolving weight-loss market, we have developed distinct coach-supported program offerings tailored to meet the unique needs of three specific client categories on their health and wellness journeys:
Previous report
Individuals who want to use coach-supported habit-based programs as the core of their weight loss journey;
Previous report
Individuals using GLP-1 medications as a core element of their weight loss program; and
Previous report
People looking to manage weight loss and improve health when they come off GLP-1 medications for whatever reason, including cost, side effects, or any other cause.
Previous report
We are taking an intentional and methodical approach to tailoring our offerings for each of these groups, to ensure that we can provide compelling products and services to new, former, and current coaches and clients, regardless of where they are on their personal health and wellness journeys.
Previous report
While GLP-1 medication usage, which can be powerful appetite suppressants, continues to accelerate, medication alone does not produce sustainable lifestyle change. Recent research indicated that approximately one-third of users discontinue taking the medication after six months, and as many as 74% stop after a year.1 Furthermore, research also shows that two-thirds of weight
Previous report
With the medications having been shown to be highly effective in conjunction with lifestyle changes, we believe there is strong compatibility with our experience of helping people achieve change through habit-based systems, supported by a coach.
Previous report
Gross profit: Gross profit decreased $43.5 million, or 41.2%, to $62.2 million from $105.7 million for the three months ended September 30, 2025 from the corresponding period in 2024. The decrease in gross profit for the three months ended September
Previous report
30, 2025 was due to lower revenue, partially offset by lower cost of sales. As a percentage of revenue, gross profit decreased 590 basis points to 69.5% for the three months ended September 30, 2025 from 75.4% for the corresponding period in 2024 primarily due to 450 basis points attributable to loss of leverage on fixed costs and 180 basis points of reserve for the reformulation of the Essential product line. Gross profit decreased $133.4 million, or 37.4%, to $223.0 million from $356.4 million for the nine months ended September 30, 2024. The decrease in gross profit for the nine months ended September 30, 2025 was due to lower revenue, partially offset by lower cost of sales. As a percentage of revenue, gross profit decreased 190 basis points to 71.8% for the nine months ended September 30, 2025 from 73.7% for the corresponding period in 2024 primarily due to 160 basis points attributable to loss of leverage on fixed costs.
Previous report
Selling, general, and administrative (“SG&A”): SG&A expenses were $66.2 million for the three months ended September 30, 2025, a decrease of $37.3 million, or 36.0%, as compared to $103.6 million from the corresponding period in 2024. SG&A expenses decreased for the three months ended September 30, 2025 primarily due to a $19.7 million decrease in coach compensation as a result of fewer active earning coaches and lower volumes. Additionally, SG&A expenses in the third quarter of 2025 reflected decreases of $5.6 million related to Company-led marketing compared to 2024, as well as $2.9 million for the Company’s convention costs, and $2.0 million for the Company’s collaboration with LifeMD that did not recur. As a percentage of revenue, SG&A expenses were 74.1% for the three months ended September 30, 2025 as compared to 73.9% for the corresponding period in 2024. SG&A expenses as a percentage of revenue increased for the three months ended September 30, 2025 primarily reflecting approximately 520 basis points associated to loss of leverage on fixed costs and other smaller increases, partially offset by a 360 basis point reduction related to Company-led marketing, and 210 basis points for the Company’s convention costs during the three months ended September 30, 2024, that did not recur. SG&A expenses included research and development costs of$1.1 million for both the three months ended September 30, 2025 and 2024, in connection with the development of new products and plans, and clinical research activities. SG&A expenses were $229.5 million for the nine months ended September 30, 2025, a decrease of $124.8 million, or 35.2%, as compared to $354.2 million from the corresponding period in 2024. SG&A expenses decreased for the nine months ended September 30, 2025 primarily due to a $66.5 million decrease in coach compensation as a result of fewer active earning coaches and lower volumes. Additionally, SG&A expenses for the nine months ended September 30, 2025 reflected decreases of $7.4 million related to Company-led marketing compared to the same period in 2024, as well as $12.5 million for supply chain optimization, $7.2 million of market research and LifeMD collaboration costs related to medically support weight loss, and $7.3 million related to the Company’s convention and other coach incentives that did not recur. As a percentage of revenue, SG&A expenses were 73.9% for the nine months ended September 30, 2025 as compared to 73.3% for the corresponding period in 2024 primarily reflecting 480 basis points associated to loss of leverage on fixed costs, partially offset by 260 basis points for supply chain optimization and 150 basis points of market research and LifeMD collaborations costs incurred during the nine months ended September 30, 2024 that that did not recur in the nine months ended September 30, 2025. SG&A expenses included research and development costs of$3.3 million for both the nine months ended September 30, 2025 and 2024, respect…
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Previous report
Provision for income taxes: For the three months ended September 30, 2025, the Company recorded $0.4 million in income tax benefit, an effective tax rate of 14.9%, as compared to an income tax expense of $0.4 million, an effective tax rate of 28.5%, for the three months ended September 30, 2024. The decrease in the effective tax rate for the three months ended September 30, 2025 was primarily driven by the decrease in the tax benefit of research and development tax credits, which represented 115.3% of the change, partially offset by an increase in the impact of states taxes of 85.6%. These changes were magnified by the near break-even pre-tax position in both periods. For the nine months ended September 30, 2025, the Company recorded $1.3 million in income tax expense, an effective tax rate of 174.4%, as compared to $1.2 million, an effective tax rate of 48.6%, for the nine months ended September 30, 2024. The increase in the effective tax rate for the nine months ended September 30, 2025 was primarily driven the impact of state taxes, which represented 85.6% of the change, a change in unrecognized tax benefits which represented 62.0% of the change, a change in the tax shortfall for stock compensation which represented 49.4% of the change, partially offset by the tax benefit of research and development tax credits of 115.3%. These changes were magnified by the near break-even pre-tax position in both periods.
Previous report
Net cash provided by operating activities decreased by $17.3 million to $12.1 million for the nine months ended September 30, 2025 from $29.4 million for the nine months ended September 30, 2024. This was primarily driven by a decrease in net income after adding back non-cash items of $18.6 million, partially offset by net changes in operating assets and liabilities of $1.3 million. The increase from changes in operating assets and liabilities was primarily driven by $4.7 million from changes in inventory and $4.2 million from changes in accounts payable and accrued expenses, partially offset by $6.3 million from changes in prepaid income taxes and $1.2 million from changes in prepaid expenses and other current assets.
Previous report
Net cash used in investing activities was $3.0 million for the nine months ended September 30, 2025 as compared to net cash used in investing activities of $7.1 million for the nine months ended September 30, 2024. The decrease was primarily driven by investments purchased in excess of investments sold during the nine months ended September 30, 2024 resulting in a $3.2 million decrease of net purchases of investment securities during the nine months ended September 30, 2025.
Previous report
The Company is currently investing in new growth initiatives which have the potential to impact liquidity in future periods. The Company’s current growth initiatives, focused on engaging, developing, and empowering new coaches, do not require any material contractual commitments or capital expenditures in future periods. Since the future costs of these endeavors are variable in nature and will be scaled at the discretion of management, we do not believe there is any significant impact on our liquidity or capital resources.
Previous report
On October 30, 2024, the Company terminated its Amended Credit Agreement with Citibank, N.A. The Company had no borrowings under the Amended Credit Agreement, inclusive of the credit facility and letter of credit sublimit as of the termination date.
Reworded paragraphs (37)
Previous wording
Certain information in this report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Act”). Forward-looking statements generally can be identified by use of phrases or terminology such as “intend,” “anticipate,” “expect,” or other similar words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals, or targets contained herein are also considered forward-looking statements. These statements are based on the current expectations of our management of Medifast and are subject to certain events, risks, uncertainties, and other factors. These risks and uncertainties include, but are not limited to, those described in our 2024 Form 10-K and those described from time to time in our future reports filed with the SEC. Although Medifast believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this report. All of the forward-looking statements contained herein speak only as of the date of this report. We undertake no obligation to update any information contained in this report 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 report.
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Certain information in this report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Act”). Forward-looking statements generally can be identified by use of phrases or terminology such as “intend,” “anticipate,” “expect” or other similar words or the negative of such terminology. Similarly, descriptions of Medifast's objectives, strategies, plans, goals, or targets contained herein are also considered forward-looking statements. These statements are based on the current expectations of our management and are subject to certain events, risks, uncertainties, and other factors. These risks and uncertainties include, but are not limited to, those described in our 2025 Form 10-K and those described from time to time in our future reports filed with the SEC. Although Medifast believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this report. All of the forward-looking statements contained herein speak only as of the date of this report. We undertake no obligation to update any information contained in this report 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 report.
Previous wording
Medifast is the 40+ year old health and wellness company known for its science-backed, coach-guided lifestyle system. The Company is currently executing a strategic transformation focused on metabolic health and a return to growth strategy by fueling coach productivity and coach growth. We operate a well-capitalized business with strong and effective leadership that has a powerful lifestyle brand and business model that boasts a network of approximately 19,500 active earning independent coaches that has impacted more than 3 million lives. Medifast stands at the forefront of evidence-based wellness solutions and its coach-first model creates an opportunity for coaches’ individual businesses, and has a flywheel effect as new clients join, which drives revenue and leads to new active earning coaches joining, which leads to more new clients and generates further revenue.
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This growth strategy is fueled by improving coach productivity and expanding our coach network. We operate a well-capitalized business with strong effective leadership, a powerful lifestyle solution, and a business model that has impacted over 3 million lives and, for the quarter ended March 31, 2026, had a network of approximately 14,000 active earning independent coaches. Medifast stands at the forefront of evidence-based wellness solutions, and its coach-first model creates significant opportunities for coaches’ individual businesses. This is designed to create a “flywheel effect” as new clients join, driving coach productivity, which in turn attracts new active earning coaches, leading to even more new clients and further productivity.
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Medifast offers a simple, yet comprehensive approach to achieving optimal health and wellbeing. Our lifestyle program empowers people to make lasting changes. Through the support of our coaches, about 90% of whom were clients first, our clients are guided through every step of their wellness journey.
Current wording
The Company offers a simple, yet comprehensive approach to achieving optimal metabolic health and well-being by empowering individuals to make lasting changes. Through the dedicated support of our coaches, approximately 90% of whom were clients first, our clients are guided through every step of their wellness journey.
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Our lifestyle plans deliver proven health benefits as well as evidence-based tools, including scientifically developed products and a framework for habit creation reinforced by coaches and community support. We continue to innovate and build upon our scientific and clinical heritage to fulfill our mission of offering Lifelong Transformation, Making a Healthy Lifestyle Second Nature.
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Our scientifically developed products and habit creation framework, reinforced by coaches and community support, provide proven health benefits and serve as a promising foundation to develop a comprehensive metabolic health system. We continuously innovate and build upon our scientific and clinical heritage to fulfill our mission of Lifelong Transformation, Making a Healthy Lifestyle Second Nature®. Coaches provide unparalleled support along with community, nutrition, and healthy habits. In a world where health and well-being can often be a difficult and solitary journey, our comprehensive system offers intensely personalized support to individuals seeking to transform their health. The goal of this holistic approach is to empower people to master their metabolic health and improve body composition, beginning with a quality weight loss journey and offering the flexibility to achieve it on their own terms. The metabolic health system is designed for real life and built around four key components:
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•Independent Coaches: Coaches provide individualized support and guidance to clients on the path to optimal health and wellbeing.
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Independent Coaches: Coaches provide individualized support and guidance to clients on their path to optimal health and well-being.
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•Community: A Community of like-minded people provide real-time connection and support.
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Community: A community of like-minded individuals offers real-time connection and support.
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•The Habits of Health Transformational System: A proprietary system that offers easy steps to a sustainable healthy lifestyle.
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The Habits of Health Transformational System: A proprietary system that provides easy steps toward a sustainable healthy lifestyle.
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Medifast is ensuring our coaches are positioned to succeed in the GLP-1 environment. Regardless of their need states, our integrated, coach-supported, lifestyle-based approach helps clients achieve their health goals. Coaches introduce clients to a set of healthy habits, often beginning with healthy eating, alongside exclusive products and plans. These offerings are one component that support the Company’s mission, and help make it easier for clients to build and sustain healthy habits in their lives.
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Regardless of their need states, our integrated, coach-supported, lifestyle-based approach helps clients achieve their health goals. Coaches introduce clients to a set of healthy habits, often beginning with healthy eating, alongside exclusive products and plans. These offerings are a key component that supports the Company’s mission and helps clients to build and sustain healthy habits in their lives.
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Finding new clients and reactivating former clients who do not wish to use medications remains an important area of focus for our business and our coaches. Our scientifically designed Fuelings, as well as innovative product lines like OPTAVIA ASCEND and OPTAVIA ACTIVE continue to address the needs of these clients. We also continue to work on enhancing our digital tools and improving the client experience to help us achieve our goals. We believe our coach-based model is scalable and drives both client success and growth, and is a key competitive advantage.
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Finding new clients and reactivating former clients remains an important area of focus for our business and our coaches. Our popular Essentials line as well as innovative product lines like OPTAVIA ASCEND and OPTAVIA ACTIVE continue to address the needs of our clients. We also continue to enhance our digital tools and improve client experience, which we anticipate will have the effect of improving coach productivity and expanding our coach network, helping us achieve our goals.
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1 Grosicki et al. Diabetes Obes Metab. 2025; https://pubmed.ncbi.nlm.nih.gov/39743934/ lost on GLP-1 medications is typically regained within 12 months of stopping treatment, with cardiometabolic benefits often reversing as well.2 The takeaway is clear: GLP-1 medications can be effective tools, but lasting results require more than medication—they require holistic behavior change. The need extends beyond the obesity epidemic, as over 90% of Americans are metabolically unhealthy 3, affecting blood sugar regulation, energy production, and weight management. Healthy weight loss that focuses on burning fat while preserving muscle is essential to improving metabolic health, but it demands commitment, consistency and support - not quick fixes. Because GLP-1 medications are shown to be most effective when paired with lifestyle changes, we see strong alignment with our expertise helping people create durable habits through coach-supported, behavior-based systems.
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2 Grosicki et al. Diabetes Obes Metab. 2025; https://pubmed.ncbi.nlm.nih.gov/39743934/
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2 Wilding, et al; STEP 1 Study Group. Diabetes Obes Metab. 2022; https://pubmed.ncbi.nlm.nih.gov/35441470/
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3 Wilding, et al; STEP 1 Study Group. Diabetes Obes Metab. 2022; https://pubmed.ncbi.nlm.nih.gov/35441470/
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3 O’Hearn M et al. Trends and Disparities in Cardiometabolic Health Among U.S. Adults, 1999-2018. J Am Coll Cardiol. 2022; 80(2):138-151. doi:10.1016/j.jacc.2022.04.046
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4 O’Hearn M et al. Trends and Disparities in Cardiometabolic Health Among U.S. Adults, 1999-2018. J Am Coll Cardiol. 2022; 80(2):138-151. doi:10.1016/j.jacc.2022.04.046
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Our coaches are independent contractors, not employees, who support clients and market our products and services to friends, family, and other people in their communities, primarily through word of mouth, email, and via social media channels including Facebook, Instagram, X (formerly known as Twitter), and video conferencing platforms. Products are shipped directly to clients; coaches do not handle or deliver products. This model enables our coaches to focus on client support and encouragement without having to manage inventory and allows them to maintain an arms-length transactional relationship.
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Our coaches are independent contractors, not employees, who support clients and market our products and services to friends, family, and other people in their communities, primarily through word-of-mouth, email, and social media channels including Facebook, Instagram, TikTok, X (formerly known as Twitter), and video conferencing platforms. Products are shipped directly to clients; coaches do not handle or deliver products. This model enables our coaches to focus on client support and encouragement without having to manage inventory and allows them to maintain an arms-length transactional relationship. We provide economic incentives designed to support long-term coach success, which we believe contributes to their financial wellness, and offers the opportunity to improve their personal finances while elevating the health trajectories of those they support.6
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Medifast continues to invest strategically in tools, programs, and digital resources to support our coaches - the Company’s most effective client acquisition engine. We incorporate the latest scientific research into our innovations, including leveraging shared success stories, leadership development, and best practices from experienced coaches. Recently launched programs offer a clear roadmap, incentives, and recognition to help coaches grow their business. One such initiative is the new EDGE program, a behavior-designed program that emphasizes progressive business building behaviors and rewards, designed to be easily adoptable by new and experienced coaches alike. It prioritizes leading indicators of success, not just outcomes or ranking. While the main goals of the program are to provide a structured approach for coaches to maximize their potential, improve their leadership skills, expand their reach, and achieve recognition for their progress, we also expect it to increase client acquisition and the conversion of clients into new coaches. We also rolled out Premier+, a refreshed auto-ship program, launched in July 2025, that offers a new tiered pricing discount on monthly orders, reduces list pricing on several popular products, and provides a more reliable and predictable compensation structure for coaches. These enhancements were designed to make client
Current wording
In 2025, the Company launched new programs that offer a clear roadmap, incentives, and recognition to help coaches grow their businesses. One such initiative is the new EDGE program that emphasizes progressive business building behaviors and rewards, designed to be easily adoptable by new and experienced coaches alike. It prioritizes leading indicators of success, not just outcomes or ranking. While the main goals of the program are to provide a structured approach for coaches to maximize their potential, improve their leadership skills, expand their reach, and achieve recognition for their progress, we also expect it to increase client acquisition and the conversion of clients into new coaches.
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We believe Medifast is uniquely positioned to serve a broader range of clients and lead the advancement of metabolic health through its personalized coaching, community support, and science-backed nutrition solutions. By addressing the silent crisis of metabolic dysfunction with our innovative products, enhanced client experiences, and unmatched support system, we have created and are continuing to enhance a differentiated and compelling offer. Our financial strength, operational flexibility, and client-centric philosophy position us to navigate the changing weight loss market and drive sustainable growth.
Current wording
We believe Medifast is uniquely positioned to serve a broader range of clients and lead the advancement of metabolic health through its personalized coaching, community support, and science-backed nutrition solutions. By addressing the underserved crisis of metabolic dysfunction with our innovative products, enhanced client experiences, and unmatched support system, we have created and are continuing to enhance a differentiated and compelling offer. Our financial strength, operational flexibility, and client-centric philosophy position us to navigate the changing weight loss market and drive sustainable growth.
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Certain global economic challenges, including the impact of inflation or tariffs, have caused macroeconomic uncertainty and volatility in markets where we, our suppliers, and our OPTAVIA coaches operate.
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Certain global economic challenges, including the impact of inflation and tariffs, have caused macroeconomic uncertainty and volatility in markets where we, our suppliers, and our independent coaches operate.
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Like many product-focused companies, we are exposed to market risks from changes in commodity or other raw material prices. An inflationary economy could impact our cost structure and put pressure on consumer spending. Increases in commodity prices or food costs, including as a result of inflation or tariffs, could affect the global and U.S. economies and could also adversely impact our business, financial condition, or results of operations. Additionally, changes in tariff regulations, particularly those involving trade between the United States and key global markets, may affect the cost and availability of certain raw materials. While the full impact of potential tariff policy changes remains uncertain, we remain attentive to policy developments, and we may reassess our supply chain and investment strategies in response to further volatility in the trade environment.
Current wording
Like many product-focused companies, we are exposed to market risks from changes in commodity, or other raw material prices. An inflationary economy could impact our cost structure and put pressure on consumer spending. Increases in commodity prices, food costs, or tariffs, could affect the global and U.S. economies and could also adversely impact our business, financial condition, or results of operations. Additionally, changes in tariff regulations, particularly those involving trade between the United States and key global markets, may affect the cost and availability of certain raw materials. While the full impact of potential tariff policy changes remains uncertain, we remain attentive to policy developments, and we may reassess our supply chain and investment strategies in response to further volatility in the trade environment.
Previous wording
Our variable cost structure can be utilized to adapt to changing market conditions with potential actions including adjustments to our manufacturing, distribution, and client support infrastructure. As a response, we may periodically take incremental pricing actions to offset supply chain costs, increases in tariff related costs, and inflationary pressures. In addition, prolonged tariff uncertainty may influence consumer sentiment and purchasing behavior, particularly in discretionary spending categories. Fluctuations in consumer confidence, driven by economic concerns or anticipated price increases, could reduce demand for our products.
Current wording
Our variable cost structure can be utilized to adapt to changing market conditions with potential actions including adjustments to our manufacturing, distribution, and client support infrastructure. As a response, we may periodically take incremental pricing actions to offset supply chain costs, increases in tariff-related costs, and inflationary pressures. In addition, prolonged tariff uncertainty may influence consumer sentiment and purchasing behavior, particularly in discretionary spending categories.
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5 In a clinical study, the group on the OPTAVIA 5 & 1 Plan lost 17x more fat than the self-directed control group.
Current wording
5 In a clinical study, the group on the OPTAVIA 5 & 1 Plan using a coach lost 17x more fat than the self-directed control group
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4 OPTAVIA makes no guarantee of financial success. Success with OPTAVIA results from successful sales efforts, which require hard work, diligence, skill, persistence, competence, and leadership. Please see the OPTAVIA Income Disclosure Statement (http://bit.ly/4lFIPRP) for statistics on actual earnings of Coaches.
Current wording
6 OPTAVIA makes no guarantee of financial success. Success with OPTAVIA results from successful sales efforts, which require hard work, diligence, skill, persistence, competence, and leadership. Please see the OPTAVIA Income Disclosure Statement (http://bit.ly/4lFIPRP) for statistics on actual earnings of Coaches.
Previous wording
In response to changing macroeconomic conditions, the Company may take further actions that alter its business operations as may be required by governmental authorities, or that are determined to be in the best interests of employees, coaches and clients, and stockholders. Our ability to effectively navigate these developments is critical to maintaining operational resilience and achieving our long-term strategic objectives. These macroeconomic uncertainties make it challenging for our management to estimate our future business performance. However, we intend to continue to actively monitor the impact of these developments on our business and will update our practices accordingly.
Current wording
In response to changing macroeconomic conditions, the Company may take further actions that alter its business operations as may be required by governmental authorities, or that are determined to be in the best interests of employees, coaches, clients, and stockholders. Our ability to effectively navigate these developments is critical to maintaining operational resilience and achieving our long-term strategic objectives. These macroeconomic uncertainties make it challenging for our management to estimate our future business performance. However, we intend to continue to actively monitor the impact of these developments on our business and will update our practices accordingly.
Previous wording
The weight loss industry is very competitive and encompasses a multitude of weight loss products and programs. These include a wide variety of commercial weight loss programs, pharmaceutical products, surgical interventions, books, self-help diets, dietary meal replacements, and appetite suppressants as well as digital tools, app-based health and wellness monitoring solutions, and wearable trackers. The weight loss market is served by a diverse array of competitors. Potential clients seeking to manage their weight can turn to traditional center-based competitors, online diet-oriented sites, self-directed dieting and self-administered products such as prescription medications, over-the-counter medications and supplements, as well as medically supervised programs. Recently, it became clear that medical weight loss solutions, such as GLP-1 medications, have become an increasingly key component of the overall health and wellness ecosystem, and the recent surging awareness and popularity of these weight loss medications serve as another major competitor, as these products have prompted a huge change in the way that consumers think about weight loss and lifestyle modification solutions in general. We recognize that these weight loss medications have attracted significant attention from the market and pose a threat to our interactions with our traditional client base. Importantly, the efficacy claims of GLP-1 medications for weight loss are based specifically on their incorporation of lifestyle changes that include a reduced calorie diet and increased physical activity. As a result, under Medifast’s OPTAVIA offerings, weight loss medications can be an important element that fits into the overall tailored OPTAVIA lifestyle plans that also include coaching, community support, nutritionally balanced meals, and exercise.
Current wording
The metabolic health and weight loss industry is very competitive and encompasses a multitude of metabolic health and weight loss products and programs. These include a wide variety of commercial metabolic health and weight loss programs, medications, pharmaceutical products, surgical interventions, books, self-help diets, dietary meal replacements, and appetite suppressants as well as digital tools, app-based health and wellness monitoring solutions, and wearable trackers. The metabolic health and weight loss market is served by a diverse array of competitors. Potential clients seeking to manage their metabolic health or weight can turn to traditional center-based competitors, online diet-oriented sites, self-directed dieting and self-administered products such as prescription medications, over-the-counter medications and supplements, as well as medically supervised programs. Recently, it became clear that medical weight loss solutions, such as GLP-1 medications, have become an increasingly key component of the overall health and wellness ecosystem, and the recent surging acceptance and popularity of these weight loss medications serve as another major competitor, as these products have prompted a huge change in the way that consumers think about weight loss and lifestyle modification solutions in general. We recognize that these weight loss medications have attracted significant attention from the market and pose a threat to our interactions with our traditional client base. Importantly, the efficacy claims of GLP-1 medications for weight loss are based specifically on their incorporation of lifestyle changes that include a reduced calorie diet and increased physical activity. As a result, under Medifast’s offerings, weight loss medications can be an important element that fits into the overall tailored lifestyle plans that also include coaching, community support, nutritionally balanced meals, and exercise.
Previous wording
We believe we have a competitive advantage over traditional diet companies. The OPTAVIA model:
Current wording
We believe we have a competitive advantage over traditional diet companies as our model:
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•Offers a solution that focuses on metabolic health powered by a breakthrough apporach and human coaching and has impacted more than 3 million lives.
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•Offers a solution that focuses on metabolic health powered by a breakthrough approach and human coaching and has impacted more than 3 million lives;
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•Promotes lifelong habit development supported by a proprietary integrated approach to behavior change, the Habits of Health Transformational System.
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•Promotes lifelong habit development supported by a proprietary integrated approach to behavior change, the Habits of Health Transformational System; and
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We also compete with other direct-selling organizations, some of which have a longer operating history and greater visibility, name recognition and financial resources than we do. We also believe we have advantages over traditional direct selling companies. The OPTAVIA model:
Current wording
We also compete with other direct-selling organizations, some of which have a longer operating history and greater visibility, name recognition and financial resources than we do. We also believe we have advantages over traditional direct selling companies. Our model:
Previous wording
•Is client-centric, with one sales price for both OPTAVIA coaches and clients. There is no tiered pricing.
Current wording
•Is client-centric, with one sales price for both coaches and clients. There is no tiered pricing.
Previous wording
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management develops, and changes periodically, these estimates and assumptions based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. Our significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the 2024 Form 10-K. There were no significant changes in our critical estimates or policies during the first nine months of 2025.
Current wording
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management develops, and changes periodically, these estimates and assumptions based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. Our significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the 2025 Form 10-K. There were no significant changes in our critical estimates or policies during the first three months of 2026.
Previous wording
Our product sales accounted for approximately 96% and 97% of our revenues for the three months ended September 30, 2025 and 2024, respectively, and approximately 96% and 97% for the nine months ended September 30, 2025 and 2024.
Current wording
Our product sales accounted for approximately 98% of our revenues for each of the three months ended March 31, 2026 and 2025.
Previous wording
Revenue: Revenue decreased $50.8 million, or 36.2%, to $89.4 million for the three months ended September 30, 2025 from $140.2 million for the three months ended September 30, 2024. The decline in revenue for the three months ended September 30, 2025 was primarily driven by a decrease in the number of active earning OPTAVIA coaches to 19,500 as of September 30, 2025, a 35.0% decrease from 30,000 as of September 30, 2024. Revenue decreased $172.8 million, or 35.7%, to $310.7 million for the nine months ended September 30, 2025 from $483.5 million for the nine months ended September 30, 2024. The decline in revenue for the nine months ended September 30, 2025 was driven by a decrease in the number of active earning OPTAVIA coaches. The number of active earning OPTAVIA coaches has been trending downward year-over-year since the first quarter of 2023. The decrease in active earning OPTAVIA coaches for the three and nine months ended September 30, 2025 was driven by continued challenges with client acquisition. The average revenue per active earning OPTAVIA coach was $4,585 for the three months ended September 30, 2025, a 1.9% decrease compared to $4,672 for the three months ended September 30, 2024. Revenue per active earning OPTAVIA coach has been trending downward year-over-year since the third quarter of 2022 due to lower sales volumes. The decrease in productivity per active earning OPTAVIA coach for the three months ended September 30, 2025 was driven by continued pressure with client acquisition reflecting broader challenges in the operating environment, including rapid adoption of GLP-1 medications for weight loss. We continue to see moderating year-over-year declines in this key metric.
Current wording
Revenue: Revenue decreased $39.7 million, or 34.3%, to $76.0 million for the three months ended March 31, 2026 from $115.7 million for the three months ended March 31, 2025. The decline in revenue for the three months ended March 31, 2026 was primarily driven by a decrease in the number of active earning coaches to 14,000 as of March 31, 2026 from 25,400 as of March 31, 2025. The decrease in active earning coaches for the quarter, which has been trending downward year-over-year since the first quarter of 2023, was driven by continued pressure with client acquisition reflecting broader challenges in the operating environment, including rapid adoption of GLP-1 medications for weight loss. While the Company continues its transformation to focus on metabolic health, we expect the number of active earning coaches to continue to decline in 2026. The average revenue per active earning OPTAVIA coach was $5,432 for the three months ended March 31, 2026 compared to $4,556 for the three months ended March 31, 2025. The increase in revenue per active earning coach was driven by greater alignment of our network of coaches, prioritizing productive coaches and efficient coach network structures.
Previous wording
Cost of sales: Cost of sales decreased $7.2 million, or 21.0%, to $27.3 million from $34.5 million for the three months ended September 30, 2025 from the corresponding period in 2024. The decrease in cost of sales for the three months ended September 30, 2025 was primarily driven by a $12.2 million decrease attributable to lower volumes, partially offset by $4.0 million attributable to loss of leverage on fixed costs and a $1.6 million reserve for the reformulation of the Essential product line. Cost of sales decreased $39.4 million, or 31.0%, to $87.6 million from $127.1 million for the nine months ended September 30, 2025. The decrease in cost of sales for the nine months ended September 30, 2025 was primarily driven by a $43.9 million decrease attributable to lower volumes, partially offset by $4.9 million attributable to loss of leverage on fixed costs.
Current wording
Cost of sales: Cost of sales decreased $7.2 million, or 22.9%, to $24.3 million from $31.5 million for the three months ended March 31, 2026 from the corresponding period in 2025. The decrease in cost of sales for the three months ended March 31, 2026 was primarily due to $10.4 million of lower sales volumes, partially offset by $3.2 million of loss of leverage on fixed costs.
Previous wording
Income (loss) from operations: For the three months ended September 30, 2025, the Company’s loss from operations was $4.1 million, a $6.2 million decrease from the $2.1 million income from operations for the corresponding period in 2024 primarily as a result of decreased gross profit partially offset by decreased SG&A expenses. For the three months ended September 30, 2025 the Company’s loss from operations as a percentage of revenue was 4.6% as compared to 1.5% income from operations as a percentage of revenue for the corresponding period in 2024, due to the factors described above impacting gross profit and the factors impacting SG&A expenses. For the nine months ended September 30, 2025, the Company’s loss from operations was $6.4 million, an $8.6 million decrease as compared to the Company’s income from operations of $2.2 million for the corresponding period in 2024 primarily as a result of decreased gross profit and the factors impacting SG&A expenses. Loss from operations as a percentage of revenue decreased to 2.1% for the nine months ended September 30, 2025 from income from operations as a percentage of revenue of 0.4% for the corresponding period in 2024 due to the factors above impacting gross profit and the factors impacting SG&A expenses.
Current wording
Loss from operations: The Company’s loss from operations for the three months ended March 31, 2026 was $3.3 million, a decrease of $2.0 million as compared to loss from operations of $1.3 million for the corresponding period in 2025, primarily as a result of decreased gross profit partially offset by decreased SG&A expenses. Loss from operations as a percentage of revenue for the three months ended March 31, 2026 was 4.3% as compared to loss from operations as a percentage of revenue of 1.1% for the corresponding period in 2025 due to the factors described above impacting revenue and SG&A expenses.
Previous wording
Other income: Other income for the three months ended September 30, 2025 was $1.4 million, an increase of $2.0 million, or 369.7%, as compared to other expenses of $0.5 million for the corresponding period in 2024. The increase in other income for the three months ended September 30, 2025 was primarily due to the absence of a loss on our investment in LifeMD common stock that occurred during the corresponding period in 2024. The Company sold its investment in LifeMD during the six months ended June 30, 2025. Other income for the nine months ended September 30, 2025 was $7.2 million, an increase of $6.8 million, or 1,985.4%, as compared to other income of $0.3 million for the corresponding period in 2024. The increase in other income for the nine months ended September 30, 2025 was primarily due to a $3.2 million gain on our investment in LifeMD common stock, compared to a loss on investment of $3.7 million for the corresponding period in 2024.
Current wording
Other income: Other income for the three months ended March 31, 2026 was $1.4 million, a decrease of $0.4 million, or 24.3%, as compared to $1.8 million for the corresponding period in 2025. The decrease in other income for the three months ended March 31, 2026 was primarily due to unrealized gains on our investment in LifeMD common stock in the prior year period. The Company sold its investment in LifeMD during the quarter ended June 30, 2025.
Previous wording
Net income (loss): Net loss was $2.3 million, or $0.21 loss per diluted share for the three months ended September 30, 2025 as compared to a net income of $1.1 million, or $0.10 per diluted share, for the three months ended September 30, 2024. Net loss was $0.6 million, or $(0.05) per diluted share for the nine months ended September 30, 2025, as compared to net income of $1.3 million, or $0.12 per diluted share for the nine months ended September 30, 2024. The period-over-period changes were driven by the factors described above.
Current wording
Net loss: Net loss was $2.1 million, or $0.19 per share for the three months ended March 31, 2026 as compared to net loss of $0.8 million, or $0.07 per diluted share, for the three months ended March 31, 2025. The period-over-period changes were driven by the factors described above in the section titled “Loss from operations.”
Previous wording
The Company had stockholders’ equity of $214.7 million and working capital of $161.1 million at September 30, 2025 as compared with $210.1 million and $150.2 million at December 31, 2024, respectively. The $4.6 million net increase in stockholders’ equity was primarily driven by $5.5 million in share-based compensation, partially offset by $0.6 million of net loss for the period and $0.4 million in net shares repurchased for employee taxes. The Company’s cash, cash equivalents and investment securities increased to $173.5 million at September 30, 2025 from $162.3 million at December 31, 2024 .
Current wording
The Company had stockholders’ equity of $197.7 million and working capital of $160.4 million at March 31, 2026 as compared with $198.9 million and $158.7 million at December 31, 2025, respectively. The $1.2 million net decrease in stockholders’ equity was primarily driven by a net loss of $2.1 million for the three months ended March 31, 2026 partially offset by $1.9 million for share-based compensation. The Company’s cash, cash equivalents, and investments increased from $167.3 million at December 31, 2025 to $168.9 million at March 31, 2026.
Previous wording
Net cash used in financing activities decreased by $0.9 million to $0.6 million for the nine months ended September 30, 2025 from $1.5 million for the nine months ended September 30, 2024. This decrease was primarily due to a $0.5 million decrease in cash dividends paid to stockholders and a $0.5 million decrease in net shares repurchased for employee taxes.
Current wording
Net cash used in financing activities increased by $0.3 million to $0.9 million for the three months ended March 31, 2026 from $0.6 million for the three months ended March 31, 2025. This increase was primarily due to a $0.4 million increase in net shares repurchased for employee taxes, partially offset by a $0.1 million decrease in cash dividends paid to stockholders.
Previous wording
In pursuing its business strategy, the Company may require additional cash for operating and investing activities. The Company expects future cash requirements in both the short term and the long term, if any, to be funded from operating cash flow, and financing activities as warranted by management’s investment and leverage strategies.
Current wording
In pursuing its business strategy, the Company may require additional cash for operating and investing activities. The Company expects future cash requirements, if any, to be funded from operating cash flow and financing activities.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
We believe our coach-based model is scalable, drives both client success and growth, and represents a key competitive advantage.
Current report — wording carried from elsewhere
Medifast continues to invest strategically in tools, programs, and digital resources to support our coaches - the Company’s most effective client acquisition engine. In July 2025, we rolled out Premier+, a refreshed auto-ship program that offers a new tiered pricing discount on monthly orders, reduces list pricing on several popular products, and provides a more reliable and predictable compensation structure for coaches. These enhancements were designed to make client acquisition and retention easier for our coaches. Medifast also remains focused on providing enhanced digital tools to support the business management of coaches, helping streamline administrative tasks, and allowing coaches to focus their efforts on what matters most: supporting their clients.
Current report — wording carried from elsewhere
Fluctuations in consumer confidence, driven by economic concerns or anticipated price increases, could further reduce demand for our products.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Coaches provide unparalleled coaching support along with community, nutrition, and healthy habits. In a world where health and wellbeing are often a difficult and solitary journey, our comprehensive system provides intensely personalized support to people who want to transform their health. We believe this holistic approach empowers people to master their weight loss journey through each stage of life and gives them the freedom to do it on their terms. The lifestyle solution is designed for real life and built around four key components:
Previous report — wording carried elsewhere
Coaches remain central to everything that we do. They aim to foster a continuous cycle of growth by attracting and activating new clients, some of whom go on to become coaches. We provide economic incentives designed to support long-term coach success, which we believe contributes to their financial wellness, and offers the opportunity to improve their personal finances while elevating the health trajectories of their families, communities, and future generations.4
Previous report — wording carried elsewhere
acquisition and retention easier for our coaches. Medifast also remains focused on providing enhanced digital tools to support the business management of the coaches to help streamline administrative tasks, allowing coaches to focus their efforts on what matters most: supporting their clients.