MacKenzie Jonathan Barrett 4

What Happened

• Jonathan Barrett, Medifast’s Vice President, Finance & Chief Accounting Officer, was granted 10,830 restricted stock units (RSUs) on 2026-03-25 (acquired at $0).
• The filing also shows 1,130 shares disposed across March to satisfy tax withholding: 198 shares @ $9.62 (3/13) = $1,905; 70 shares @ $10.05 (3/17) = $704; 862 shares @ $9.59 (3/25) = $8,267. Those disposals total about $10,876 and represent tax-withheld shares, not open-market sales.

Key Details

• Transaction dates and prices:
  • 2026-03-13: 198 shares withheld @ $9.62 (F) — $1,905
  • 2026-03-17: 70 shares withheld @ $10.05 (F) — $704
  • 2026-03-25: 862 shares withheld @ $9.59 (F) — $8,267
  • 2026-03-25: Grant of 10,830 RSUs (A) @ $0.00 — acquisition recorded
• Shares owned after transaction: Not specified in the filing.
• Footnotes:
  • F1: Withheld shares were retained by the issuer to cover the executive’s tax withholding upon vesting (based on closing price on the vesting date).
  • F2: The 10,830 RSUs were granted under the 2012 Share Incentive Plan and vest in three equal annual installments beginning one year after the grant; each RSU converts to one share when vested.
• Filing timeliness: Form 4 was filed on 2026-03-27. Because some transactions occurred on 2026-03-13 and 2026-03-17, those earlier entries were reported more than two business days after the trade date and thus may be late under the standard Form 4 two-business-day rule.

Context

• These entries primarily reflect a grant of RSUs and routine tax-withholding (code F), not an open-market sale (code S) or purchase. RSU grants and the associated withholding are standard compensation mechanics — the grant signals granted future equity but does not itself indicate immediate buying or selling intent.