MEDIFAST INC
For the period ended Sep 30, 2026. Filed Oct 26, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Oct 26, 2026
MED$12.81+0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0001628280-26-051928
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-26.
0001628280-26-067165
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 77 previous paragraphs and 90 current paragraphs.
43 unchanged; 29 reworded; 17 added; 2 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 6 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 (17)
Current report
Medifast (“Medifast,” the “Company,” “we,” or “us”) is the metabolic health and wellness company known for its science-backed comprehensive metabolic health system, Trilivy™. Designed to help address the challenges of metabolic dysfunction, the Company’s holistic approach integrates science-backed plans and products, personal 1:1 coaching, a supportive community, and behavioral science support to develop healthy habits. Driven to improve metabolic health through advanced science and comprehensive behavioral support, Medifast has introduced Metabolic Synchronization®, a breakthrough science that targets metabolic dysfunction through a comprehensive system focused on fat loss, lean mass preservation, and long-term health. Trilivy's comprehensive three-part metabolic health system is designed to help people reset their metabolism, refine their health, and renew their lives. By integrating science, coaching, and healthy habits into a single approach, Trilivy helps people look, feel, and live better. Backed by more than 45 years of clinical heritage, Medifast continues to advance its mission of lifelong transformation through metabolic science and human connection™. For more information, visit Trilivyhealth.com and Medifastinc.com.
Current report
Also during third quarter of 2026, we executed on cost realignment initiatives, project Catalyst, which were designed to accelerate our path to profitability and growth. Catalyst is driving additional savings through facility rationalization, AI-related efficiencies, sunsetting of non-strategic IT applications and reductions in force to align with our current revenue levels. The program is designed so that it does not affect our ability to grow. It builds on initiatives over the past several years that significantly reduced our cost base while preserving our core capabilities, and we will continue to review our costs for further opportunities. We are also applying AI more broadly across the business, and over time we expect it helping us move faster in product development and in the tools used by our coaches.
Current report
Non-GAAP adjusted cost of sales were $20.4 million for the three months ended three months ended September 30, 2026, a decrease of $6.9 million, or 25.2%, as compared to $27.3 million from the corresponding period in 2025. Non-GAAP adjusted cost of sales were $67.6 million for the nine months ended September 30, 2026, a decrease of $20.0 million, or 22.8%, as compared to $87.6 million for the corresponding period in 2025. Non-GAAP adjusted cost of sales excludes expenses in connection with the Company’s Catalyst Restructuring initiative. Refer to the “Non-GAAP Financial Measures” section below for a reconciliation of each of non-GAAP financial measure to its most comparable GAAP financial measure.
Current report
Non-GAAP adjusted gross profit was $51.7 million for the three months ended September 30, 2026, a decrease of $10.5 million, or 16.9%, as compared to $62.2 million from the corresponding period in 2025. Non-GAAP adjusted gross profit margin increased 220 basis points to 71.7% from 69.5% for the corresponding period in 2025. Non-GAAP adjusted gross profit was $156.8 million for the nine months ended September 30, 2026, a decrease of $66.2 million, or 29.7%, as compared to $223.0 million for the corresponding period in 2025. Non-GAAP adjusted gross profit margin decreased 190 basis points to 69.9% for the nine months ended September 30, 2026 from 71.8% for the corresponding period in 2025. Refer to the “Non-GAAP Financial Measures” section below for a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure.
Current report
Non-GAAP adjusted SG&A expenses were $55.6 million for the three months ended September 30, 2026, a decrease of $10.6 million, or 16.0%, as compared to $66.2 million from the corresponding period in 2025. Non-GAAP adjusted SG&A expenses were $168.4 million for the nine months ended September 30, 2026, a decrease of $61.1 million, or 26.6%, as compared to $229.5 million from the corresponding period in 2025. Non-GAAP adjusted SG&A excludes expenses related to the Company’s Catalyst Restructuring. Refer to “Non-GAAP Financial Measures” section below for a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure.
Current report
Non-GAAP adjusted loss from operations was $4.0 million for the three months ended September 30, 2026, as compared to $4.1 million from the corresponding period in 2025. Non-GAAP adjusted loss from operations as a percentage of revenue was 5.5% for the three months ended September 30, 2026, as compared to 4.6% for the corresponding period in 2025. Non-GAAP adjusted loss from operations was $11.6 million for the nine months ended September 30, 2026, as compared to $6.4 million from the corresponding period in 2025. Non-GAAP adjusted loss from operations as a percentage of revenue was 5.2% for the nine months ended September 30, 2026, as compared to 2.1% for the corresponding period in 2025. Refer to “Non-GAAP Financial Measures” section below for a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure.
Current report
Due to the existence of a full valuation allowance against deferred tax assets, the Non-GAAP adjustments do not impact the income tax benefit for the period.
Current report
Non-GAAP adjusted net loss was $2.1 million or $0.19 per diluted share for the three months ended September 30, 2026 as compared to $0.21 per diluted share for the corresponding period in 2025. Non-GAAP adjusted net loss was $7.3 million or $0.66 per diluted share for the nine months ended September 30, 2026 as compared to $0.05 per diluted share for the corresponding period in 2025. Refer to “Non-GAAP Financial Measures” section below for a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure.
Current report
Adjusted EBITDA: Adjusted EBITDA, which excludes stock-based compensation and Catalyst Restructuring, for the three months ended September 30, 2026 was $0.4 million, an increase of $0.1 million, or 29.7%, as compared to $0.3 million for the corresponding period in 2025. Adjusted EBITDA for the nine months ended September 30, 2026 was $3.3 million, a decrease of $9.5 million, or 74.0%, as compared to $12.9 million for the corresponding period in 2025.
Current report
Adjusted EBITDA excluding interest income: Adjusted EBITDA excluding interest income for the three months ended September 30, 2026 was $1.9 million, an increase of $0.2 million, or 9.7%, as compared to $1.7 million for the corresponding period in 2025. Adjusted EBITDA excluding interest income for the nine months ended September 30, 2026 was $7.6 million, a decrease of $9.4 million, or 55.4%, as compared to $17.0 million for the corresponding period in 2025.
Current report
Non-GAAP Financial Measures
Current report
In an effort to provide investors with additional information regarding our results as determined by GAAP, we disclose various non-GAAP financial measures in this quarterly report, our quarterly earnings press release, and other public disclosures. The following GAAP financial measures have been presented on an as-adjusted basis: cost of sales, selling, general and administrative expenses, income (loss) from operations, net income (loss), and diluted earnings (loss) per share. As-adjusted cost of sales, selling general and administrative expenses, income (loss) from operations, net income (loss), and diluted earnings (loss) per share exclude the impact of certain amounts related to Catalyst Restructuring efforts and have not been calculated in accordance with GAAP. We disclose Adjusted EBITDA, a non-GAAP measure, as a performance measure which excludes recurring items that we do not believe are indicative of our core operating performance: interest income, income tax expense, depreciation and amortization, and stock-based compensation expense, as well as charges related to our Catalyst Restructuring in the current period. We disclose Adjusted EBITDA excluding interest income, a non-GAAP measure, as a performance measure which includes the previously noted adjustments to arrive at Adjusted EBITDA with the exception of interest income, as our current cash, cash equivalents and investment securities balance makes interest income a notable performance data point. A reconciliation of each of these non-GAAP financial measures to its most comparable GAAP financial measure is included below. These non-GAAP financial measures are not intended to replace GAAP financial measures.
Current report
We use these non-GAAP financial measures internally to evaluate and manage the Company’s operations because we believe they provide useful supplemental information regarding the Company’s ongoing economic performance. We have chosen to provide this information to investors to enable them to perform more meaningful comparisons of operating results and as a means to emphasize the results of ongoing operations.
Current report
The following tables reconcile the non-GAAP financial measures included in this report for the three and nine months ended September 30, 2026 (in thousands):
Current report
(1) The weighted-average diluted shares outstanding used in the calculation of these non-GAAP financial measures are the same as the weighted-average shares outstanding used in the calculation of the reported per share amounts.
Current report
The following tables reconcile the non-GAAP financial measures included in this report for the nine months ended September 30, 2026 (in thousands):
Current report
(1) The weighted-average diluted shares outstanding used in the calculation of these non-GAAP financial measures are the same as the weighted-average shares outstanding used in the calculation of the reported per share amounts.
Removed paragraphs (2)
Previous report
Medifast continues to invest strategically in tools, programs, and educational 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
Previous report
predictable compensation structure for coaches. These enhancements were designed to make client acquisition and retention easier for our coaches.
Reworded paragraphs (29)
Previous wording
Medifast, Inc. (“Medifast,” the “Company,” “we” or “us”) is the health and wellness company known for its science-backed, comprehensive metabolic health 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. In July 2026, Medifast announced the launch of Trilivy, a comprehensive metabolic health system uniquely designed to support healthy lifestyle change. The transition from OPTAVIA® to a new brand with the launch of Trilivy represents an evolution of the company’s vision, platform, and purpose, expanding beyond traditional weight loss to address the broader metabolic health challenges impacting more than 90% of U.S. adults today. 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 intended 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 wording
The Company started 2026 by executing on its recently unveiled focus on holistic metabolic health, 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. In July 2026, Medifast announced the launch of Trilivy, a comprehensive metabolic health system uniquely designed to support healthy lifestyle change. The transition from OPTAVIA® to a new brand with the launch of Trilivy represents an evolution of the Company’s vision, platform, and purpose, expanding beyond traditional weight loss to address the broader metabolic health challenges impacting more than 90% of U.S. adults today 1. 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 intended 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.
Previous wording
This growth strategy will initially be focused on improving coach productivity and expanding our coach network. We operate a well-capitalized business with a powerful lifestyle solution and a business model that has impacted over 3 million lives and, for the quarter ended June 30, 2026, had a network of approximately 11,700 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.
Current wording
This growth strategy will initially be focused on improving coach productivity and expanding our coach network. We operate a well-capitalized business with a powerful lifestyle solution and a business model that has impacted over 3 million lives and, for the quarter ended September 30, 2026, had a network of approximately 10,200 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.
Previous wording
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, through metabolic science and human connection TM. 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. At the heart of the metabolic health system is a powerful three-part delivery model that helps individuals build healthier habits, unlock their potential and achieve optimal metabolic health:
Current wording
1 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 through metabolic science and human connection. 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. At the heart of the metabolic health system is a powerful three-part delivery model that helps individuals build healthier habits, unlock their potential and achieve optimal metabolic health:
Previous wording
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 wording
The Company introduced Metabolic Synchronization — a breakthrough science that reverses metabolic dysfunction through a targeted reset of the body’s metabolism, as part of its shift in focus to holistic metabolic health.2 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. This approach results in healthy, quality weight loss that extends beyond the scale, ultimately empowering individuals to achieve their health goals.
Previous wording
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. In July 2026, the company introduced the Trilivy Reset Fueling line, enhanced with MetaVantage Technology™, which further supports metabolic health by helping reduce waist circumference while also supporting normal fat metabolism and healthy insulin function.2 We expect to bring the updated product line fully to market this quarter. These upcoming innovations are expected to further strengthen the Company’s offerings to help clients achieve optimal metabolic health.
Current wording
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. 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. In July 2026, the company introduced the Trilivy Reset Fueling line, enhanced with MetaVantage Technology™, which further supports metabolic health by helping reduce waist circumference while also supporting normal fat metabolism and healthy insulin function.3 These recent innovations are expected to further strengthen the Company’s offerings to help clients achieve optimal metabolic health.
Previous wording
While GLP-1 medication usage continues to accelerate, medication alone may not be adequate for achieving sustainable, long-term health outcomes without the integration of comprehensive lifestyle modifications, nutritional guidance, and behavioral support. Recent research indicates that approximately one-third of users discontinue the medication after six months, and up to 74% stop after a year.3 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.4 GLP-1 medications can be effective tools, but lasting results require more than just medication—they demand holistic behavior change.
Current wording
While GLP-1 medication usage continues to accelerate, medication alone may not be adequate for achieving sustainable, long-term health outcomes without the integration of comprehensive lifestyle modifications, nutritional guidance, and behavioral support. Recent research indicates that approximately one-third of users discontinue the medication after six months, and up to 74% stop after a year.4 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.5 GLP-1 medications can be effective tools, but lasting results require more than just medication—they demand holistic behavior change.
Previous wording
The need for change extends beyond the obesity epidemic, as over 90% of Americans are metabolically unhealthy,5 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.
Current wording
The need for change extends beyond the obesity epidemic, as over 90% of American adults are metabolically unhealthy, 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.
Previous wording
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 wording
2 In a clinical study, individuals on the Reset 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.
Previous wording
2 Pedret, A., R.M. Valls, L. Calderon-Perez, et al. Effects of daily consumption of the probiotic Bifidobacterium animalis subsp. lactis CECT 8145 on anthropometric adiposity biomarkers in abdominally obese subjects: a randomized controlled trial. Int J Obes (Lond). 2019;43(9):1863- 1868. doi: 10.1038/s41366-018-0220-0.
Current wording
3 Pedret, A., R.M. Valls, L. Calderon-Perez, et al. Effects of daily consumption of the probiotic Bifidobacterium animalis subsp. lactis CECT 8145 on anthropometric adiposity biomarkers in abdominally obese subjects: a randomized controlled trial. Int J Obes (Lond). 2019;43(9):1863- 1868. doi: 10.1038/s41366-018-0220-0.
Previous wording
3 Grosicki et al. Diabetes Obes Metab. 2025; https://pubmed.ncbi.nlm.nih.gov/39743934/
Current wording
4 Grosicki et al. Diabetes Obes Metab. 2025; https://pubmed.ncbi.nlm.nih.gov/39743934/
Previous wording
4 Wilding, et al; STEP 1 Study Group. Diabetes Obes Metab. 2022; https://pubmed.ncbi.nlm.nih.gov/35441470/
Current wording
5 Wilding, et al; STEP 1 Study Group. Diabetes Obes Metab. 2022; https://pubmed.ncbi.nlm.nih.gov/35441470/
Previous wording
In July 2026, we also launched the Medifast Metabolic Health Institute (the “Institute”), with a mission to advance metabolic health through rigorous research and credible, evidence-based education. The Institute is led by recognized experts, including a dedicated Scientific Advisory Board, backed by teams with more than 390 years of collective professional experience. It’s goal is to organize the company’s work across research, product development, scientific communications, and education into one central location, establishing Medifast as a key player in this space.
Current wording
In July 2026, we launched the Medifast Metabolic Health Institute (the “Institute”), with a mission to advance metabolic health through rigorous research and credible, evidence-based education. The Institute is led by recognized experts, including a dedicated Scientific Advisory Board, backed by teams with more than 390 years of collective professional experience. Its goal is to organize the company’s work across research, product development, scientific communications, and education into one central location, establishing Medifast as a key player in this space.
Previous wording
6 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
Current wording
6 In a clinical study, the group on the Reset 5 & 1 Plan using a coach lost 10x more weight and 17x more fat than the self-directed control group.
Previous wording
7 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
7 Trilivy makes no guarantee of financial success. Success with Trilivy results from successful sales efforts, which require hard work, diligence, skill, persistence, competence, and leadership. Please see the Trilivy Income Disclosure Statement (https://media.trilivyhealth.com/pdf/learn/Trilivy-IDS.pdf ) for statistics on actual earnings of Coaches.
Previous 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, protein-fortified consumables, 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. 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
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, protein-fortified consumables, 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. 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
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 six months of 2026.
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 nine months of 2026.
Previous wording
Our product sales accounted for approximately 96% of our revenues for the three months ended June 30, 2026 and 2025, respectively, and approximately 96% and 97% for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Our product sales accounted for approximately 96% of our revenues for the three months ended September 30, 2026 and 2025, and approximately 96% for the nine months ended September 30, 2026 and 2025.
Previous wording
Revenue: Revenue decreased $29.2 million, or 27.6%, to $76.4 million for the three months ended June 30, 2026 from $105.6 million for the three months ended June 30, 2025. The decline in revenue for the three months ended June 30, 2026 was primarily driven by a decrease in the number of active earning coaches to 11,700 for the three months ended June 30, 2026 from 22,800 for the three months ended June 30, 2025. Revenue decreased $68.9 million, or 31.1%, to $152.4 million for the six months ended June 30, 2026 from $221.3 million for the six months ended June 30, 2025. The decline in revenue for the six months ended June 30, 2026 was primarily driven by a decrease in the number of active earning coaches. The decrease in active earning coaches, 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 and continued adoption of GLP-1 medications for weight loss, and prioritizing productive coaches and efficient coach network structures. 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 coach was $6,529 for the three months ended June 30, 2026, a 41.0% increase compared to $4,630 for the three months ended June 30, 2025. We believe that the increase in revenue per active earning coach for the three months ended June 30, 2026 was driven by greater alignment of our network of coaches, prioritizing productive coaches and efficient coach network structures.
Current wording
Revenue: Revenue decreased $17.4 million, or 19.4%, to $72.0 million for the three months ended September 30, 2026 from $89.4 million for the three months ended September 30, 2025. The decline in revenue for the three months ended September 30, 2026 was primarily driven by a decrease in the number of active earning coaches to 10,200 for the three months ended September 30, 2026 from 19,500 for the three months ended September 30, 2025. Revenue decreased $86.2 million, or 27.7%, to $224.5 million for the nine months ended September 30, 2026 from $310.7 million for the nine months ended September 30, 2025. The decline in revenue for the nine months ended September 30, 2026 was primarily driven by a decrease in the number of active earning coaches. The decrease in active earning coaches, 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 and continued adoption of GLP-1 medications for weight loss, and prioritizing productive coaches and efficient coach network structures. While the Company is actively executing on metabolic health, we expect the number of active earning coaches to continue to decline through the end of 2026. The average revenue per active earning coach was $7,064 for the three months ended September 30, 2026, a 54.1% increase compared to $4,585 for the three months ended September 30, 2025. The increase in revenue per active earning coach for the three months ended September 30, 2026 was driven by the decrease in the number of active earning coaches, facilitated in part by our focus on efficient and more productive coach network structures.
Previous wording
Cost of sales: Cost of sales decreased $5.9 million, or 20.5%, to $23.0 million for the three months ended June 30, 2026 from $28.9 million for the three months ended June 30, 2025. The decrease in cost of sales for the three months ended June 30, 2026 was primarily driven by lower sales volumes. Cost of sales decreased $13.1 million, or 21.7%, to $47.3 million from $60.4 million for the six months ended June 30, 2026. The decrease in cost of sales for the six months ended June 30, 2026 was primarily driven by a $18.0 million decrease attributable to lower volumes, partially offset by $4.7 million attributable to loss of leverage on fixed costs.
Current wording
Cost of sales: Cost of sales decreased $5.2 million, or 19.2%, to $22.0 million for the three months ended September 30, 2026 from $27.3 million for the three months ended September 30, 2025. The decrease in cost of sales for the three months ended September 30, 2026 was primarily driven by a $4.8 million decrease attributable to lower sales volumes and $1.6 million in the prior comparable period for the reformulation of the Essential product line, partially offset by $1.6 million of Catalyst Restructuring charges in the current period. Cost of sales decreased $18.4 million, or 20.9%, to $69.3 million for the nine months ended September 30, 2026 from $87.6 million nine months ended September 30, 2025. The decrease in cost of sales for the nine months ended September 30, 2026 was primarily driven by a $22.9 million decrease attributable to lower volumes, partially offset by a $3.4 million increase due to loss of leverage.
Previous wording
Gross profit: Gross profit decreased $23.2 million, or 30.3%, to $53.4 million for the three months ended June 30, 2026 from $76.6 million from the corresponding period in 2025. The decrease in gross profit for the three months ended June 30, 2026 was due to lower revenue, partially offset by lower cost of sales. As a percentage of revenue, gross profit decreased 270 basis points to 69.9% for the three months ended June 30, 2026 from 72.6% for the corresponding period in 2025 primarily due to loss of leverage on fixed costs. Gross profit decreased $55.7 million, or 34.6%, to $105.2 million from $160.9 million for the six months ended June 30, 2025. The decrease in gross profit for the six months ended June 30, 2026 was due to lower revenue, partially offset by lower cost of sales. As a percentage of revenue, gross profit decreased 370 basis points to 69.0% for the six months ended June 30, 2026 from 72.7% for the corresponding period in 2025 primarily due to loss of leverage on fixed costs.
Current wording
Gross profit: Gross profit decreased $12.1 million, or 19.5%, to $50.0 million for the three months ended September 30, 2026 from $62.2 million from the corresponding period in 2025. The decrease in gross profit for the three months ended September 30, 2026 was due to lower revenue, partially offset by lower cost of sales. As a percentage of revenue, gross profit was 69.5% for both the three months ended September 30, 2026 and for the corresponding period in 2025, primarily due to 230 basis points attributable to Catalyst Restructuring charges, substantially offset by 220 basis points of costs to reformulate the Essential line in the prior period. Gross profit decreased $67.9 million, or 30.4%, to $155.2 million from $223.0 million for the nine months ended September 30, 2025. The decrease in gross profit for the nine months ended September 30, 2026 was due to lower revenue, partially offset by lower cost of sales. As a percentage of revenue, gross profit decreased 270 basis points to 69.1% for the nine months ended September 30, 2026 from 71.8% for the corresponding period in 2025 primarily due to loss of leverage.
Previous wording
Selling, general, and administrative (“SG&A”): SG&A expenses were $57.7 million for the three months ended June 30, 2026, a decrease of $20.0 million, or 25.7%, as compared to $77.7 million from the corresponding period in 2025. SG&A expenses decreased for the three months ended June 30, 2026 primarily due to a $12.6 million decrease in coach compensation on lower volume and fewer active earning coaches, a $2.3 million decrease in employee salary and benefit expenses, and a $2.0 million decrease in Company-led marketing costs. As a percentage of revenue, SG&A expenses were 75.6% for the three months ended June 30, 2026 as compared to 73.6% for the corresponding period in 2025. SG&A expenses as a percentage of revenue increased for the three months ended June 30, 2026 primarily reflecting approximately 290 basis points associated with loss of leverage on fixed costs and 60 basis points associated with the launch of our new Trilivy Reset product line, partially offset by a 190 basis point reduction related to Company-led marketing. SG&A expenses included research and development costs of $1.1 million for both the three months ended June 30, 2026 and 2025, in connection with the development of new products and plans, and clinical research activities. SG&A expenses were $112.8 million for the six months ended June 30, 2026, a decrease of $50.4 million, or 30.9%, as compared to $163.2 million from the corresponding period in 2025. SG&A expenses decreased for the six months ended June 30, 2026 primarily due to a $28.7 million decrease in coach compensation on lower volume and fewer active earning coaches, a $7.6 million decrease in Company-led marketing costs, a $4.3 million decrease in employee salary and benefit expenses, and a $2.2 million one-time gain on the sale of our Maryland Distribution Center building and land previously classified as held for sale. As a percentage of revenue, SG&A expenses were 74.0% for the six months ended June 30, 2026 as compared to 73.8% for the corresponding period in 2025 primarily reflecting 430 basis points associated to loss of leverage on fixed costs, partially offset by a 340 basis point reduction related to Company-led marketing costs. SG&A expenses included research and development costs of $2.1 million and $2.2 million for the six months ended June 30, 2026 and 2025, respectively, in connection with the development of new products and plans, and clinical research activities.
Current wording
Selling, general, and administrative (“SG&A”): SG&A expenses were $69.4 million for the three months ended September 30, 2026, an increase of $3.2 million, or 4.8%, as compared to $66.2 million from the corresponding period in 2025. SG&A expenses increased for the three months ended September 30, 2026 primarily due to a $13.8 million increase for Catalyst Restructuring charges, partially offset by a $6.6 million decrease in coach compensation on lower volume and fewer active earning coaches and a $1.4 million decrease in IT consulting spend. As a percentage of revenue, SG&A expenses were 96.3% for the three months ended September 30, 2026 as compared to 74.1% for the corresponding period in 2025. SG&A expenses as a percentage of revenue increased for the three months ended September 30, 2026 primarily reflecting approximately 19 percentage points of Catalyst Restructuring costs, and 3 percentage points related to our Trilivy Convention for which no convention was held in the comparable year-ago period. SG&A expenses included research and development costs of $2.8 million and $1.1 million for the three months ended September 30, 2026 and 2025, in connection with the development of new products and plans, and clinical research activities. SG&A expenses were $182.2 million for the nine months ended September 30, 2026, a decrease of $47.3 million, or 20.6%, as compared to $229.5 million from the corresponding period in 2025. SG&A expenses decreased for the nine months ended September 30, 2026 primarily due to a $35.3 million decrease in coach compensation on lower volume and fewer active earning coaches, a $8.2 million decrease in Company-led marketing costs, a $4.9 million decrease in employee salary and benefit expenses, a $3.0 million decrease in IT consulting costs, and a $2.2 million one-time gain on the sale of our Maryland Distribution Center building and land previously classified as held for sale, partially offset by $13.8 million of catalyst restructuring charges. As a percentage of revenue, SG&A expenses were 81.2% for the nine months ended September 30, 2026 as compared to 73.9% for the corresponding period in 2025 primarily reflecting 6 percentage points of Catalyst Restructuring costs. SG&A expenses included research and development costs of $4.9 million and $3.3 million for the nine months ended September 30, 2026 and 2025, respectively, in connection with the development of new products and plans, and clinical research activities.
Previous wording
Loss from operations: For the three months ended June 30, 2026, the Company’s loss from operations was $4.3 million as compared to $1.1 million for the corresponding period in 2025, a change of $3.3 million, primarily as a result of decreased gross profit partially offset by decreased SG&A expenses. For the three months ended June 30, 2026 the Company’s loss from operations as a percentage of revenue was 5.7% as compared to 1.0% for the corresponding period in 2025, due to the factors described above impacting gross profit and the factors impacting SG&A expenses. For the six months ended June 30, 2026, the Company’s loss from operations was $7.6 million as compared to $2.3 million for the corresponding period in 2025, a change of $5.3 million, primarily as a result of decreased gross profit and the factors impacting SG&A expenses. Loss from operations as a percentage of revenue was 5.0% for the six months ended June 30, 2026 compared to 1.1% for the corresponding period in 2025 due to the factors above impacting gross profit and the factors impacting SG&A expenses.
Current wording
Loss from operations: For the three months ended September 30, 2026, the Company’s loss from operations was $19.4 million as compared to $4.1 million for the corresponding period in 2025, a change of $15.3 million, primarily as a result of decreased gross profit and increased SG&A expenses. For the three months ended September 30, 2026 the Company’s loss from operations as a percentage of revenue was 26.9% as compared to 4.6% for the corresponding period in 2025, due to the factors described above impacting gross profit and the factors impacting SG&A expenses. For the nine months ended September 30, 2026, the Company’s loss from operations was $27.0 million as compared to $6.4 million for the corresponding period in 2025, a change of $20.6 million, primarily as a result of decreased gross profit, partially offset by decreased SG&A expenses. Loss from operations as a percentage of revenue was 12.0% for the nine months ended September 30, 2026 compared to 2.1% for the corresponding period in 2025 due to the factors above impacting gross profit and the factors impacting SG&A expenses.
Previous wording
Other income: Other income for the three months ended June 30, 2026 was $1.3 million, a decrease of $2.6 million, or 66.1%, as compared to $3.9 million for the corresponding period in 2025. The decrease in other income for the three months ended June 30, 2026 was primarily due to a $2.6 million gain on our investment in LifeMD common stock that occurred during the corresponding period in 2025. The Company sold its investment in LifeMD during the second quarter of 2025. Other income for the six months ended June 30, 2026 was $2.7 million, a decrease of $3.0 million, or 53.1%, as compared to $5.7 million for the corresponding period in 2025. The decrease in other income for the six months ended June 30, 2026 was primarily due to a $3.2 million gain on our investment in LifeMD common stock that occurred during the corresponding period in 2025.
Current wording
Other income: Other income for the three months ended September 30, 2026 was $1.5 million, an increase of $0.1 million, or 7.0%, as compared to $1.4 million for the corresponding period in 2025. Other income is primarily comprised of interest income on cash, cash equivalents, and investments in both periods. Other income for the nine months ended September 30, 2026 was $4.2 million, a decrease of $2.9 million, or 41.1%, as compared to $7.2 million for the corresponding period in 2025. The decrease in other income for the nine months ended September 30, 2026 was primarily due to a $3.2 million gain on our investment in LifeMD common stock that occurred during the corresponding period in 2025. The Company sold its investment in LifeMD during the second quarter of 2025.
Previous wording
Provision for income taxes: The Company calculates income tax expense for interim periods based on actual results for the quarter. Income tax expense for the three months ended June 30, 2026 was $0.1 million, an effective rate of negative 3.6%, as compared to $0.4 million for the three months ended June 30, 2025, an effective rate of 13.7%. The decrease in the effective tax rate was primarily driven by the increased loss incurred during thethree months ended June 30, 2026 and the valuation allowance on the net deferred tax assets. Income tax expense for the six months ended June 30, 2026 was $0.3 million, an effective rate of negative 5.9%, as compared to $1.7 million for the six months ended June 30, 2025, an effective rate of 49.8%. The decrease in the effective tax rate was primarily driven by the increased loss incurred during thesix months ended June 30, 2026 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 wording
Provision (benefit) for income taxes: The Company’s income tax provision for the three months ending September 30, 2026, reflects discrete items, primarily a $0.4 million change in unrecognized tax benefits due to finalization of a state tax examination, partially offset by $0.1 million of state income taxes. Income tax benefit for the three months ended September 30, 2026 was $0.3 million, an effective tax rate of 1.8%, as compared to $0.4 million for the three months ended September 30, 2025, an effective tax rate of 14.9%. The decrease in the effective tax rate was primarily driven by the increased loss incurred during the three months ended September 30, 2026 and the valuation allowance on the net deferred tax assets. Income tax benefit for the nine months ended September 30, 2026 was less than $0.1 million, an effective tax rate of 0.2%, as compared to income tax expense of $1.3 million for the nine months ended September 30, 2025, an effective tax rate of 174.4%. The decrease in the effective tax rate was primarily driven by the increased loss incurred during the nine months ended September 30, 2026 and the valuation allowance on the net deferred tax assets, as well as various items in 2025 that were magnified by the near break-even pre-tax position. 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.
Previous wording
Net income (loss): Net loss was $3.1 million, or $0.28 loss per diluted share for the three months ended June 30, 2026 as compared to net income of $2.5 million, or $0.22 per diluted share, for the three months ended June 30, 2025. Net loss was $5.2 million, or $0.47 per diluted share for the six months ended June 30, 2026, as compared to net income of $1.7 million, or $0.15 per diluted share for the six months ended June 30, 2025. The period-over-period changes were driven by the factors described above.
Current wording
Net loss: Net loss was $17.5 million, or $1.57 loss per diluted share for the three months ended September 30, 2026 as compared to net loss of $2.3 million, or $0.21 per diluted share, for the three months ended September 30, 2025. Net loss was $22.7 million, or $2.05 per diluted share for the nine months ended September 30, 2026, as compared to $0.6 million, or $0.05 per diluted share for the nine months ended September 30, 2025. The period-over-period changes were driven by the factors described above.
Previous wording
The Company had stockholders’ equity of $196.4 million and working capital of $160.5 million at June 30, 2026 as compared with $198.9 million and $158.7 million at December 31, 2025, respectively. The $2.5 million net decrease in stockholders’ equity was primarily driven by a net loss of $5.2 million for the six months ended June 30, 2026, partially offset by $3.7 million for share-based compensation. The Company’s cash, cash equivalents and investment securities increased to $169.8 million at June 30, 2026 from $167.3 million at December 31, 2025.
Current wording
The Company had stockholders’ equity of $180.3 million and working capital of $160.1 million at September 30, 2026 as compared with $198.9 million and $158.7 million at December 31, 2025, respectively. The $18.6 million net decrease in stockholders’ equity was primarily driven by a net loss of $22.7 million for the nine months ended September 30, 2026, partially offset by $5.6 million for share-based compensation. The Company’s cash, cash equivalents and investment securities increased to $172.5 million at September 30, 2026 from $167.3 million at December 31, 2025.
Previous wording
Net cash provided by operating activities increased by $1.9 million to $2.0 million for the six months ended June 30, 2026 from less than $0.1 million for the six months ended June 30, 2025 primarily driven by a $14.9 million increase attributable to accounts payable and accrued expenses and a $5.9 million increase from income taxes, partially offset by a $13.2 million decrease related to changes in inventory balances and a $6.9 million decrease in net income.
Current wording
Net cash provided by operating activities decreased by $6.9 million to $5.3 million for the nine months ended September 30, 2026 from $12.1 million for the nine months ended September 30, 2025 primarily driven by a $20.2 million decrease related to changes in inventory balances and a $22.2 million decrease in net income, partially offset by a $16.7 million increase attributable to accounts payable and accrued expenses, a $10.8 million increase for non-cash restructuring charges excluding share-based compensation, a $6.8 million increase from income taxes, and a $3.3 million increase related to realized gains on the sale of investment securities.
Previous wording
Net cash used in investing activities was $18.4 million for the six months ended June 30, 2026 as compared to net cash provided by investing activities of $11.3 million for the six months ended June 30, 2025. The increase in net cash used in investment activities was primarily driven by $34.1 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.
Current wording
Net cash used in investing activities was $35.2 million for the nine months ended September 30, 2026 as compared to $3.0 million for the nine months ended September 30, 2025. The increase in net cash used in investment activities was primarily driven by a $37.6 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.
Previous wording
Net cash used in financing activities increased by $0.4 million to $1.0 million for the six months ended June 30, 2026 from $0.6 million for the six months ended June 30, 2025. This increase was primarily due to a $0.4 million increase in net shares repurchased for employee taxes.
Current wording
Net cash used in financing activities increased by $0.4 million to $1.0 million for the nine months ended September 30, 2026 from $0.6 million for the nine months ended September 30, 2025. This increase was primarily due to a $0.5 million increase in net shares repurchased for employee taxes.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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,
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
5 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
Previous report — wording carried elsewhere
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.