Chard Daniel R 4
4 · MEDIFAST INC · Filed Mar 27, 2026
Research Summary
AI-generated summary of this filing
Medifast (MED) CEO Daniel Chard Buys, Receives Awards, Sells Shares
What Happened
Daniel R. Chard, Medifast’s Chairman & CEO, had a mix of transactions reported for mid-March 2026. He purchased 17,678 shares on the open market at an average price of $10.11 for about $178,725. He also received 41,795 shares through awards/vests (36,968 RSUs granted and 4,827 shares issued upon PSU vesting) valued at $0 on grant/settlement. To cover withholding tax obligations on vesting, a total of 29,808 shares were surrendered/withheld (7,075; 2,638; 20,095) for aggregate proceeds of roughly $287,285 (prices ranged around $9.59–$10.05).
Key Details
- Transaction dates: Mar 13, Mar 17, Mar 20, Mar 25, 2026. Filing date: Mar 27, 2026.
- Purchases: 17,678 shares on 2026-03-20 at a weighted average ~$10.11 (total ≈ $178,725). Footnote indicates purchase prices ranged $10.04–$10.18.
- Disposals (tax withholding): 7,075 shares @ $9.62 (Mar 13) = $68,062; 2,638 shares @ $10.05 (Mar 17) = $26,512; 20,095 shares @ $9.59 (Mar 25) = $192,711. Total withheld/sold ≈ 29,808 shares ≈ $287,285.
- Awards/Vests: 36,968 RSUs granted (vesting schedule noted in filing) and 4,827 shares issued upon vesting of performance stock units (PSUs) previously granted Mar 17, 2023; PSU awards were earned per Compensation Committee certification on Feb 5, 2026.
- Footnotes of note: F1 = shares withheld to satisfy tax withholding at vesting; F2 = weighted average purchase price across multiple transactions; F5 describes RSU vesting schedule; F6 describes PSU settlement on achievement of performance goals. Some holdings are noted as held in a joint account or family trust in the filing.
- Shares owned after transaction: not specified in the excerpt provided — check the full Form 4 for post-transaction beneficial ownership.
- Timeliness: Filed Mar 27, 2026 for transactions between Mar 13–Mar 25. Form 4s are typically due within two business days of a transaction; some earlier trades (Mar 13, Mar 17) appear to be reported after that two-business-day window.
Context
- Purchases (P) are generally considered more informative than routine tax-withholding disposals — Chard’s open-market buy of ~17.7k shares is a direct purchase.
- The disposals here are labeled as tax-withholding (F) tied to RSU/PSU vesting, not necessarily discretionary sales; these are routine and common when equity awards vest.
- The 4,827 shares reflect PSUs that vested based on previously set performance criteria (certified Feb 5, 2026), while the 36,968 RSUs are a grant with multi-year vesting.
- For full context (post-transaction ownership, exact footnote mappings, and any late-filing disclosures), consult the complete SEC Form 4 (Accession 0001628280-26-021795).
Insider Transaction Report
Form 4
MEDIFAST INCMED
Chard Daniel R
DirectorChairman & CEO
Transactions
- Tax Payment
Common Stock
[F1]2026-03-13$9.62/sh−7,075$68,062→ 169,171 total - Tax Payment
Common Stock
[F1]2026-03-17$10.05/sh−2,638$26,512→ 166,533 total - Purchase
Common Stock
[F2][F3]2026-03-20$10.11/sh+17,678$178,725→ 17,678 total(indirect: Dan and Allyson as Joint Tenants) - Tax Payment
Common Stock
[F1]2026-03-25$9.59/sh−20,095$192,711→ 146,438 total - Award
Common Stock
[F5]2026-03-25+36,968→ 183,406 total - Award
Common Stock
[F6]2026-03-25+4,827→ 188,233 total
Holdings
- 149,698.352(indirect: By Trust)
Common Stock
[F4]
Footnotes (6)
- [F1]Represents the number of shares withheld by the Issuer upon the vesting of a restricted stock unit grant to cover the executive's withholding tax associated with the satisfaction of all vesting conditions. The number of shares withheld is based upon the closing price of a share of Medifast common stock on the vesting date, or if the vesting date fell on a weekend or market holiday, upon the closing price of a share of Medifast common stock on the most recent prior market day.
- [F2]The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $10.04 to $10.18, inclusive.
- [F3]These shares are directly owned by a joint account of which the reporting person owns as a joint tenant with his spouse.
- [F4]These shares are directly owned by The Dan and Allyson Family Irrevocable Trust, for which the reporting person is the Settlor of the Trust and Investment Trustee.
- [F5]Represents a grant of restricted stock units issued to the reporting person under the 2012 Share Incentive Plan that will vest in three equal annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [F6]Represents shares of common stock issued upon the vesting and settlement of performance stock units previously granted to the reporting person on March 17, 2023, which were earned based on achievement of performance criteria certified by the Compensation Committee on February 5, 2026. Each PSU represented a contingent right to receive one share of common stock.
Signature
/s/ Jason L. Groves, attorney-in-fact|2026-03-27