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Item 1. Business

2026-02-17 compared with 2025-02-18 · 300 added, 270 removed, 199 unchanged (74% of the section changed)

Medifast, Inc.

(“Medifast,” the “Company,” “we” or “us”) is the health and wellness company known for its habit-based and coach-guided lifestyle solution, OPTA VIA ® .

The Company is currently executing a comprehensive business transformation that will enable it to succeed in an environment that has been fundamentally impacted by rapid acceptance of GLP-1 weight loss medications.

We are a well-capitalized business with strong and effective leadership that has grown its lifestyle brand, OPTA VIA, into a significant health and wellness brand.

We have a powerful business model, building a network of approximately 27,100 active earning coaches and impacting more than 3 million lives.

Backed by more than 40 years of experience, clinically proven plans, innovative products, and a powerful integrated coach model, Medifast stands at the forefront of evidence-based wellness solutions.

Our business model is differentiated and unique, a scalable coach-based approach that drives both program effectiveness and company growth.

With the integration of access to clinicians through our collaboration with LifeMD, Inc.

LFMD) (“LifeMD”), we provide our customers access to GLP-1 weight loss medications, when clinically appropriate.

Medifast offers a simple, yet comprehensive approach to achieving optimal health and wellbeing.

Our lifestyle program, OPTA VIA, empowers people to make lasting changes.

Through the support of our independent OPTA VIA coaches, about 90% of whom were customers first, our customers are guided through every step of their wellness journey.

OPTA VIA's lifestyle plans deliver proven health benefits as well as evidence-based tools, including scientifically developed products and a framework for habit creation reinforced by independent 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™.

OPTA VIA coaches are people who are navigating weight loss at different moments in life, providing unparalleled coaching support along with community, nutrition, and healthy habits.

In a world where health and wellbeing are often a difficult and solitary journey, OPTA VIA provides intensely personalized support to people who want to transform their health.

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:

(“Medifast,” the “Company,” “we” or “us”) is the 40+ year old health and wellness company known for its science-backed, coach-guided lifestyle system.

As we enter 2026, the Company is 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 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.

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 December 31, 2025, had a network of approximately 16,100 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.

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.

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:

• Independent Coaches:

Independent OPTA VIA coaches provide individualized support and guidance to customers on the path to optimal health and wellbeing.

• OPTA VIA Community:

A community of like-minded people providing each other with real-time connection and support.

Coaches provide individualized support and guidance to clients on their path to optimal health and well-being.

A community of like-minded individuals offers real-time connection and support.

• The Habits of Health Transformational System:

A proprietary system that offers easy steps to a sustainable healthy lifestyle.

A proprietary system that provides easy steps toward a sustainable healthy lifestyle.

• Products & Plans:

Clinically proven plans and scientifically developed products, backed by dietitians, scientists, and physicians.

To ensure that Medifast continues to thrive as a health and wellness business in the rapidly evolving weight-loss market, we have developed distinct coach-supported program offerings tailored to meet the unique needs of three specific customer categories on their health and wellness journeys:

Those who have never used medications and want to use coach-supported habit-based programs as the core of their weight loss journey;

Individuals using GLP-1 medications as a core element of their weight loss program;

People looking to manage weight loss and improved health when they come off GLP-1 medications for whatever reason, including cost, side effects, or any other cause.

For each of these customer categories, we are taking an intentional and methodical approach to building out our offerings 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.

Usage of GLP-1 medications continue to accelerate, with research commissioned by Medifast suggesting that the GLP-1 support market alone could be worth $50 billion or more by 2030.

1 For audiences looking for a GLP-1 based solution, we have built a collaboration with national virtual primary care provider, LifeMD.

Eligible OPTA VIA customers have access to board-certified affiliated clinicians and medications, where appropriate, such as GLP-1 medications, that support treatment plans for obesity.

We introduced a specific product line, OPTA VIA ASCEND™, to address these customer needs as discussed below.

As of the fourth quarter of 2024, more than 95% of OPTA VIA coach leaders have completed specialized GLP-1 based training, and over 40% of active coaches are supporting at least one client on a GLP-1 medication.

With the medication 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.

For those looking to manage weight loss after discontinuing medication usage, we have developed a specific product line, OPTA VIA ASCEND, to address these customer nutritional needs as discussed below.

Recent research showed that about one-third of users quit taking the medication after six months, and that this can rise to half or more after a year.

2 Furthermore, research also shows 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.

Finding new customers and reactivating former customers who do not wish to use medications remains an important area of focus for our business.

Our OPTA VIA Fuelings and OPTA VIA ACTIVE ® product line address the needs of these customers as discussed below.

We also continue to work on enhancing our digital tools and improving the customer experience to help us achieve our goals in this area.

Regardless of need state, our integrated coach-supported, lifestyle-based approach helps customers achieve their health goals through a network of approximately 27,100 active earning independent OPTA VIA coaches, about 90% of whom were customers first.

OPTA VIA coaches introduce customers to a set of healthy habits, in most cases starting with the habit of healthy eating, and offer exclusive OPTA VIA-branded products.

OPTA VIA products and plans are one component that support the Company’s mission, and our portfolio of products help make it easier for customers to create healthy, sustainable habits in their lives.

In December 2024, Medifast introduced two science-backed nutrition plans designed specifically for people on GLP-1 medications and people seeking weight management:

the GLP-1 Nutrition Support Plan and the Optimization Plan.

Both plans feature OPTA VIA ASCEND, a new product line of high-protein, fiber-rich mini meals as well as a daily nutrient pack.

The mini meals support muscle, digestive health and long-term wellness, filling a critical gap in the weight management market.

We believe our coach-based model is scalable and drives both customer success and growth, and we continue to work diligently to deliver growth and competitive advantage.

Part of this work included the 2024 launch of new company-led marketing campaigns to drive brand awareness and to facilitate customer acquisition.

With this being a competitive market, we’re finetuning our strategy in this area to yield the highest possible return on our investment.

In all cases, the OPTA VIA coaching model is heavily focused on the needs of the customer and helps put each customer into supportive and energized health and wellness communities that share their challenges and goals.

OPTA VIA coaches provide highly tailored and personalized support to customers and motivate them by sharing their passion for healthy living and lifestyle transformation.

OPTA VIA coaches are central to everything that we do, helping to foster a continuous cycle of growth, and attracting and activating new customers, many of whom go on to become OPTA VIA coaches.

We offer economic incentives designed to support each OPTA VIA coach’s long-term success, which we believe plays an important role in their financial wellness, providing the opportunity to improve their finances while changing the health trajectory of families, communities and generations.

1 Based on research commissioned by Medifast utilizing publicly available expectations of the number of GLP-1 users and internal spend per customer.

2 Real-world persistence and adherence to glucagon-like peptide-1 receptor agonists among obese commercially insured adults without diabetes.

J Manag Care Spec Pharm.

GLP-1 Receptor Agonist Discontinuation Among Patients With Obesity and/or Type 2 Diabetes.

JAMA Netw Open.

Blue Health Intelligence.

Real-World Trends in GLP-1 Treatment Persistence and Prescribing for Weight Management.

Discontinuation and reinitiation of GLP-1 Receptor Agonists among US adults with overweight or obesity.

PRE-PRINT medRxiv July 2024.

3 Wilding JPH, Batterham RL, Davies M, et al.

Weight regain and cardiometabolic effects after withdrawal of semaglutide:

The STEP 1 trial extension.

Diabetes, obesity & metabolism.

4 OPTA VIA makes no guarantee of financial success.

Success with OPTA VIA results from successful sales efforts, which require hard work, diligence, skill, persistence, competence and leadership.

Please see the OPTA VIA Income Disclosure Statement (http://bit.ly/ids OPTA VIA) for statistics on actual earnings of coaches.

OPTA VIA coaches are independent contractors, not employees, who support customers and market our products and services primarily through word of mouth, email, and via social media channels such as Facebook, Instagram, X (formerly known as Twitter), and video conferencing platforms.

As independent contractors, OPTA VIA coaches market our products to friends, family, and other people in their communities.

OPTA VIA products are shipped directly to OPTA VIA customers.

OPTA VIA coaches do not handle or deliver merchandise to customers.

This arrangement frees our OPTA VIA coaches from having to manage inventory and allows them to maintain an arms-length transactional relationship while focusing their attention on support and encouragement.

The Company’s integrated approach that combines lifestyle coaching, community support, and access to medical solutions through LifeMD, positions the business to meet the needs of a broader spectrum of customers.

By focusing on innovative products, enhanced customer experiences, and effective marketing strategies, Medifast has created and is continuing to enhance a differentiated and compelling offer.

Its financial strength, operational flexibility, and customer-centric philosophy equip the Company to navigate the changing weight loss market and drive sustainable growth.

In October 2025, Medifast announced its strategic transformation, unveiling its focus on holistic metabolic health.

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.

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.

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.

Randomized controlled trial assessing two commercial weight loss programs in adults with overweight or obesity.

Obes Sci Pract 2019;

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 this new product line to market in 2026.

These upcoming innovations are designed to further strengthen the Company’s offerings to help achieve optimal metabolic health.

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.

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.

In addition to coach support, by focusing on the root causes of metabolic dysfunction, Medifast is unlocking new opportunities to reach and empower individuals at every stage of their health journey.

For those utilizing weight loss medications, Medifast’s programs provide complementary solutions to enhance metabolic function and overall health.

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.

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 OPTA VIA ASCEND and OPTA VIA ACTIVE continue to address the needs of these 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.

We believe our coach-based model is scalable, drives both client success and growth, and represents a key competitive advantage.

In all cases, the coaching model is anchored on clients’ needs, helping place them into supportive and energized health and wellness communities that share similar challenges and goals.

With a coach, clients successfully lost 10 times more weight and 17 times more fat than those attempting to lose weight on their own.

5 Coaches deliver highly tailored and personalized support and motivation, sharing their passion for healthy living and lifestyle transformation.

Despite their diverse geographies and backgrounds, our coaches form a tight-knit community that supports, encourages, and inspires one another.

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

2 Grosicki et al.

Diabetes Obes Metab.

https://pubmed.ncbi.nlm.nih.gov/39743934/

3 Wilding, et al;

STEP 1 Study Group.

Diabetes Obes Metab.

https://pubmed.ncbi.nlm.nih.gov/35441470/

4 O’Hearn M et al.

Trends and Disparities in Cardiometabolic Health Among U.S.

Adults, 1999-2018.

J Am Coll Cardiol.

80(2):138-151.

doi:10.1016/j.jacc.2022.04.046

5 In a clinical study, the group on the OPTA VIA 5 & 1 Plan using a coach lost 17x more fat than the self-directed control group.

wellness, and offers the opportunity to improve their personal finances while elevating the health trajectories of those they support.

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.

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.

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.

Our operations are conducted through our wholly owned subsidiaries, Jason Pharmaceuticals, Inc., OPTA VIA LLC, Jason Enterprises, Inc., Jason Properties, LLC, OPTA VIA (Hong Kong) Limited, and OPTA VIA Health Consultation (Shanghai) Co., Ltd.

Macroeconomic Conditions

Certain global economic challenges, including the impact of inflation, have caused macroeconomic uncertainty and volatility in markets where we, our suppliers, and our OPTA VIA coaches operate.

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 independent coaches operate.

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, could affect the global and U.S.

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.

Our variable cost structure can be utilized to adapt to changing market conditions with potential actions including adjustments to our manufacturing, distribution, and customer support infrastructure.

As a response, we may periodically take incremental pricing actions to offset supply chain costs and inflationary pressures.

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, OPTA VIA coaches and customers, and stockholders.

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.

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 further reduce demand for our products.

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.

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 customers 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 customer base.

6 OPTA VIA makes no guarantee of financial success.

Success with OPTA VIA results from successful sales efforts, which require hard work, diligence, skill, persistence, competence, and leadership.

Please see the OPTA VIA Income Disclosure Statement ( http://bit.ly/4lFIPRP ) for statistics on actual earnings of Coaches.

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 OPTA VIA offering, weight loss medications are another important element in overall tailored lifestyle plans that also include coaching, community support, nutritionally balanced meals, and exercise.

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.

We believe we have a competitive advantage over traditional diet companies.

The OPTA VIA model:

• Offers a solution that focuses on holistic wellness;

it views healthy weight as a catalyst to greater changes and has impacted more than 3 million lives.

• Provides personalized, empathetic support from coaches who have been in their customers’ shoes.

• Offers a solution that focuses on metabolic health powered by a breakthrough approach and human coaching and has impacted more than 3 million lives.

• Provides personalized, empathetic support from coaches who have been in their clients' shoes.

• Promotes lifelong habit development supported by a proprietary integrated approach to behavior change, the Habits of Health Transformational System.

2 unchanged sentences

We also believe we have advantages over traditional direct selling companies.

• OPTA VIA’s innovative model is customer-centric, with one sales price for both OPTA VIA coaches and customers.

• Is client-centric, with one sales price for both coaches and clients.

There is no tiered pricing.

• OPTA VIA boasts a health and wellness community, which promotes a holistic health and wellness program and is not focused solely on product sales.

• OPTA VIA offers a differentiated direct-to-consumer model, with 100% of products shipped directly to customers.

• The field promotes a unified Habits of Health training system that aligns its leaders around a common mission of Lifelong Transformation, Making a Healthy Lifestyle Second Nature.

• Incorporates coach support, with personalized coach support serving as a key differentiator to our model.

• Is comprehensive, including nutritional products and support.

• Boasts a health and wellness community, which promotes a holistic health and wellness program and is not focused solely on product sales.

• Offers a differentiated direct-to-consumer model, with 100% of products shipped directly to clients.

• Promotes a unified Habits of Health training system that aligns its coach leaders around a common mission of Lifelong Transformation, Making a Healthy Lifestyle Second Nature.

We believe our scientific and clinical heritage combined with our commitment to evaluating programs, plans, and products through clinical research are primary differentiators that allow us to compete in these markets.

6 unchanged sentences

adults are classified as overweight or obese, and between August 2021 and August 2023 more than 40% were classified as obese.

7 https://www.niddk.nih.gov/health-information/health-statistics/overweight-obesity#:~:text=As%20shown%20in%20the%20above,in%20the%20above%20bar%20graph;

https://www.cdc.gov/nchs/products/databriefs/db508.htm

According to a proprietary analysis, the addressable market for weight loss is large and growing, estimated to be worth over $30 billion 8 .

Additionally, roughly 75% of the U.S.

population above the age of 18 wants to lose weight and is open to dieting, and approximately 70% of the overweight/obese population considers paid meal plans effective 7 .

The total potential pool of OPTA VIA customers is sizable;

there are about 200 million people in the United States looking to lose weight and willing to consider dieting 8 .

We offer customers an approach to health that is designed for real life, with weight loss and weight management serving as a catalyst for an overall improvement in health, confidence, vitality and general well-being.

The total potential pool of clients is sizable with 93% of U.S.

adults categorized as metabolically unhealthy.

We offer clients a comprehensive approach to metabolic health that is designed for real life, with weight loss and weight management serving as a catalyst for an overall improvement in metabolic health, confidence, vitality and general well-being.

Consumer Motivation

Our core customers are highly motivated to adopt a healthy lifestyle that is transformative and sustainable.

Our core clients are highly motivated to adopt a healthy lifestyle that is transformative and sustainable.

Many have tried weight loss programs previously but have been unsuccessful at managing a healthy weight and embracing healthy habits for the long-term.

Lifestyle issues our customers often seek to address and resolve include:

Lifestyle issues our clients often seek to address and resolve include:

• physical limitations and chronic diseases linked to an unhealthy weight;

1 unchanged sentence

work, parenting, sports and recreation);

• mental, emotional and psychological limitations caused by being at an unhealthy weight;

5 Three-Quarters of U.S.

Adults are Now Overweight or Obese.

New York Times.

November 2024.;

Obesity and Severe Obseity Prevalence in Adults:

United States, August 2021 - August 2023.

NCHS Data Brief No.

September 2024.

Weight Loss Market:

2024 Status Report & Forecast.

Marketdata LLC.

7 Consumer and OPTA VIA Customer surveys.

8 Consumer and OPTA VIA Customer surveys.

• mental, emotional and psychological limitations caused by metabolic dysfunction;

• triggers that cause chronic “emotional eating” or “comfort eating”;

• lack of knowledge or understanding about the impact of certain foods on their bodies and overall health;

• lack of knowledge or understanding about the impact of certain foods on their bodies and metabolic health;

• lack of knowledge or understanding about healthy eating and proper hydration;

8 unchanged sentences

Our business model combines the most powerful aspects of direct selling, while eliminating those dimensions that have typically challenged other companies.

Our growth does not depend on recruiting thousands of distributors who take on inventory to sell to customers.

Rather, OPTA VIA coaches help customers adopt healthy habits and learn the benefits of OPTA VIA products, which are shipped directly to customers.

The more OPTA VIA coaches we have, the more customers we can serve.

Our business model does not depend on recruiting thousands of distributors who take on inventory to sell to clients.

Rather, coaches help clients adopt healthy habits and learn the benefits of our products, which are shipped directly to clients.

The more coaches we have, the more clients we can serve.

We are often compared to diet and weight loss-only companies or to multi-level marketing companies, but our model is different.

We support customers through independent OPTA VIA coaches, about 90% of whom were customers first.

We support clients through independent coaches, about 90% of whom were clients first.

Our competitive advantages:

• OPTA VIA’s innovative model is customer-centric and has one sales price for both OPTA VIA coaches and customers.

• Our innovative model is client-centric and has one sales price for both coaches and clients.

There is no tiered pricing.

• OPTA VIA coaches focus on coaching and supporting customers.

• Coaches focus on coaching and supporting clients.

They do not hold inventory or manage cash.

• OPTA VIA boasts an energized health and wellness community, where about 90% of coaches come from the customer base and have been in their customers’ shoes.

• We boast an energized health and wellness community, where about 90% of coaches come from the client base and have been in their clients’ shoes.

They promote a holistic wellness program and are not exclusively focused on product sales.

Our competitive OPTA VIA coach compensation plan is also deliberately structured to incentivize coaching and support customer success.

Our competitive coach compensation plan is also deliberately structured to incentivize coaching and support client success.

• The field promotes a unified training system that aligns its leaders around a common mission.

OPTA VIA offers an entrepreneurial opportunity that allows coaches:

Weight Loss Market:

2024 Status Report & Forecast.

Marketdata LLC.

9 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.

10.1016/j.jacc.2022.04.046.

10 Huberman, A.

(2024, May 6).

Transform your health by improving metabolism, hormone & blood sugar regulation (No.

175) [Audio podcast episode].

In Huberman Lab.

Scicomm Media.

Nichols GA, et al.

Cardiometabolic Risk Factors Among 1.3 Million Adults With Overweight or Obesity, but Not Diabetes, in 10 Geographically Diverse Regions of the United States, 2012–2013.

Prev Chronic Dis 2017;14:160438.

http://dx.doi.org/10.5888/pcd14.160438

11 Independent IPSOS research commissioned by Medifast.

Our business offers an entrepreneurial opportunity that allows coaches:

• to start, manage and grow their own business with minimal upfront capital investment;

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• the opportunity to complement other business pursuits.

market continues to represent significant potential for growth given the high percentage of overweight or clinically obese adults, where nearly three-quarters of U.S.

adults are classified as overweight or obese, and between August 2021 and August 2023 more than 40% were classified as obese 10 .

market continues to represent significant potential for growth.

With nine in ten U.S.

adults metabolically unhealthy, 12 the country is facing a health crisis.

Industry growth is also being driven by growing consumer awareness and increasing demand for health and wellness products.

The intensified interest in physical fitness, fitness center membership, increased public awareness and incidences of chronic diseases such as type 2 diabetes, heart disease, certain types of cancer, stroke, arthritis, sleep apnea, and depression have increased demand for health and wellness products.

With its recent expansion into medically supported weight loss through its collaboration with LifeMD, Medifast can support even more customers on their health and wellness journeys.

9 Independent IPSOS research commissioned by Medifast.

10 New York Times, November 2024, Three-Quarters of U.S.

Adults are Now Overweight or Obese;

NCHS Data Brief No.

508, September 2024, Obesity and Severe Obseity Prevalence in Adults:

United States, August 2021 - August 2023

OPTA VIA coaches are focused on word of mouth and social media marketing toward increasingly younger demographics, reaching out to important and increasingly diverse communities of health and wellness consumers, and identifying and marketing to consumers who are in varying stages of optimal well-being.

In addition, the Company is investing in technology and growth initiatives intended to improve customer acquisition and customer experience.

In addition to our collaboration with LifeMD and new program introductions, we know there are new initiatives, markets, and communities where we have opportunities for growth in the U.S.

With this in mind, we will continue to invest in important growth initiatives, particularly as we explore the ways in which we can expand our business in domestic markets we serve and deliver a high-quality experience for more customers.

With its recent strategic pivot into metabolic health, Medifast can support even more clients on their health and wellness journeys.

Coaches are focused on word of mouth and social media marketing toward increasingly younger demographics, reaching out to important and increasingly diverse communities of health and wellness consumers, and identifying and marketing to consumers who are in varying stages of optimal well-being.

In addition, the Company is investing in technology and growth initiatives intended to improve client acquisition and client experience.

Our model, programs, and products resonate with broad swathes of consumers regardless of geography or demographic.

As such, we will continue working in collaboration with coaches across all key markets to reach and acquire new customers, as well as reactivate lapsed customers, as we look to further our impact and advance the global health movement.

As such, we will continue working in collaboration with coaches across all key markets to reach and acquire new clients, as well as reactivate lapsed clients, as we look to further our impact and advance the global health movement.

Products and Programs

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We have authored over 103 peer-reviewed scientific abstracts and publications, 44 scientific journal publications and 33 completed research studies.

Most prominently, we conducted a double-blind study that shows the effects that coaching has on the OPTA VIA program;

the results suggested that speaking with their OPTA VIA coach more often may help customers lose up to twice as much weight.

11 In 2025, we expect to initiate studies evaluating the outcomes for customers using OPTA VIA programs alongside GLP-1 medications as well as those looking for help in long-term weight management, while also focusing on areas such as lean muscle retention.

Most prominently, we conducted a double-blind study that shows the effects that coaching has on the Company's 5 & 1 program;

the results suggested that speaking with their coach more often may help clients lose up to twice as much weight.

13 As we plan for the future, we remain committed to strengthening our scientific and clinical affairs capabilities, ensuring we build on the strong legacy we have proudly established.

Our clinically proven plans and our scientifically designed products were developed by physicians and dietitians, and have impacted more than 3 million lives and been recommended by thousands of healthcare providers.

We work closely with our cross-disciplinary Scientific Advisory Board comprised of physicians and scientists who help guide and provide valuable input into the development of our comprehensive portfolio of offerings.

Our OPTA VIA coaching model offers the personal support of an OPTA VIA coach, who is often a person who has achieved success with OPTA VIA and has turned their success into a business opportunity.

The majority of our OPTA VIA coaches began as customers and became OPTA VIA coaches for a number of reasons, including to pay it forward and help others through their own transformation journey.

Our coaching model offers the personal support of a coach, who is often a person who has achieved success with our program and has turned their success into a business opportunity.

The majority of our coaches began as clients and became coaches for a number of reasons, including to pay it forward and help others through their own transformation journey.

• OPTA VIA Fuelings .

OPTA VIA Fuelings contain 24 vitamins and minerals, high quality, complete protein, and no colors, flavors or sweeteners from artificial sources.

Our Fuelings contain high-quality protein which helps our customers retain lean muscle mass and contain the patented probiotic BC30™ to support digestive health as part of a balanced diet and healthy lifestyle.

Each OPTA VIA Fueling is scientifically formulated with a proper balance of carbohydrates, protein, and fat which help promote a gentle, but efficient fat-burning state when on one of our clinically proven Optimal Weight Plans.

Customers purchase kits tailored to their individual needs on the advice and guidance of their OPTA VIA coach.

Our Fuelings contain high-quality protein which helps our clients retain lean muscle mass and contain the patented probiotic BC30™ to support digestive health as part of a balanced diet and healthy lifestyle.

12 O’Hearn M et al.

Trends and Disparities in Cardiometabolic Health Among U.S.

Adults, 1999-2018.

J Am Coll Cardiol.

80(2):138-151.

doi:10.1016/j.jacc.2022.04.046

13 Based on the results of a 16-week clinical study, those who participated in at least 75% of their 23 assigned OPTA VIA coaching calls lost 15.2 lbs.

compared to 6.7 lbs.

for those participating in fewer calls.

Optimal Weight Plans.

Clients purchase kits tailored to their individual needs on the advice and guidance of their coach.

• OPTA VIA ACTIVE .

OPTA VIA Essential Amino Acid (EAAs) Blend and OPTA VIA ACTIVE Whey Protein are designed to help new and existing customers of all fitness levels optimize their motion habits.

The Company’s team of researchers, food scientists, nutritionists, and other scientific experts, led the development of OPTA VIA ACTIVE EAA Blend and OPTA VIA ACTIVE Whey Protein, which are designed to address age-related muscle mass decline and support overall muscle health.

Formulated to work with or without OPTA VIA nutrition plans, and guided by coach support, OPTA VIA ACTIVE is backed by science, made with no colors, flavors or sweeteners from artificial sources and is Informed Sport certified, a global standard in sports nutrition quality control that ensures its certified products contain no banned substances.

OPTA VIA Essential Amino Acid (EAAs) Blend and OPTA VIA ACTIVE Whey Protein are designed to help new and existing clients of all fitness levels optimize their motion habits.

The Company’s team of researchers, food scientists, nutritionists, and other scientific experts, led the development of these products, which are designed to address age-related muscle mass decline and support overall muscle health.

Formulated to work with or without our nutrition plans, and guided by coach support, OPTA VIA ACTIVE is backed by science, made with no colors, flavors or sweeteners from artificial sources and is Informed Sport certified, a global standard in sports nutrition quality control that ensures its certified products contain no banned substances.

• OPTA VIA ASCEND:

OPTA VIA ASCEND mini meals deliver targeted nutrition that gives customers’ body what they need to succeed — whether losing weight on a GLP-1 medication or in weight management mode.

OPTA VIA ASCEND mini meals deliver targeted nutrition that gives clients’ bodies what they need to succeed — whether losing weight on a GLP-1 medication or in weight management mode.

Each mini meal is packed with 20 grams or more of high-quality protein to help retain lean muscle mass, 5–10 grams of fiber to promote digestive health and key nutrients like calcium to support bone health and muscle function.

From sweet to crunchy to hearty, all mini meals are scientifically formulated with macro and micronutrients to help preserve muscle, support digestive health and provide targeted nutrition and are ready to grab, shake, or heat.

The line also includes a

11 Based on the results of a 16-week clinical study, those who participated in at least 75% of their 23 assigned OPTA VIA coaching calls lost 15.2 lbs.

compared to 6.7 lbs.

for those participating in fewer calls.

Daily Nutrients Pack with multivitamin & minerals and omega-3 fatty acids supplements to support whole body health and fill nutrition gaps.

The line also includes a Daily Nutrients Pack with multivitamin & minerals and omega-3 fatty acids supplements to support whole body health and fill nutrition gaps.

Lifestyle Plans

Customers’ success is enhanced by the personal attention, accountability, education, advice, and motivation they receive from our OPTA VIA coaches.

They also benefit from being members of a broader OPTA VIA community of customers with like-minded goals and objectives regarding their health.

We offer customers incentives to join the OPTA VIA community, including access to the corporate “Nutrition Support” team made up of subject matter experts that provide assistance to our coaches and customers, and exclusive offers through OPTA VIA Premier, our auto-ship service that helps our customers stay on plan, as well as qualifies them for discounts on purchased products and free or discounted shipping.

Clients’ success is enhanced by the personal attention, accountability, education, advice, and motivation they receive from our coaches.

They also benefit from being members of our broader community of clients with like-minded goals and objectives regarding their health.

We offer clients incentives to join our coach community, including access to the corporate “Nutrition Support” team made up of subject matter experts that provide assistance to our coaches and clients, and exclusive offers through Premier+, our auto-ship service that helps our clients stay on plan, as well as qualifies them for discounts on purchased products and discounted shipping.

OPTA VIA is known for its habit-based and coach-guided lifestyle approach to address weight loss and is backed by the long-standing scientific and clinical heritage of its parent company, Medifast.

The OPTA VIA brand has impacted more than 3 million lives with a simple yet comprehensive solution that gives every customer access to:

Our program has impacted more than 3 million lives with a simple yet comprehensive solution that gives every client access to:

• A personal (human, not AI) coach who has been in their shoes (about 90% were clients first)

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• A mobile app with hundreds of healthy recipes, habit trackers and other tools all in one place

OPTA VIA offers a range of nutrition plans tailored to help customers achieve their unique goals.

We offer a range of nutrition plans tailored to help clients achieve their unique goals.

Each plan is evidence-based backed by a cross-disciplinary group of dietitians, scientists, clinical researchers and other industry experts and is built around two key nutritional pillars:

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• Simple, self-prepared recipes featuring whole, healthy ingredients.

The plans the company markets to customers include:

• Optimal Weight 5 & 1 Plan ® & Optimal Weight 5 & 1 ACTIVE Plan ® .

Our proven Optimal Weight 5 & 1 Plan encourages customers to eat six small meals a day, an important habit that helps customers maintain healthy weight.

Five daily meals are OPTA VIA Fuelings, offering customers a choice from more than 45 delicious, convenient, nutritionally interchangeable, scientifically-designed products, including shakes, soups, bars, hot beverages, hearty choices, pudding and brownies.

OPTA VIA coaches guide their customers on which Fuelings to select, and on how to develop healthy habits, such as preparing lean and green meals and choosing healthy snacks.

For the Optimal Weight 5 & 1 Active Plan, we recommend up to 45 minutes of low to medium intensity exercise most days of the week and two servings of OPTA VIA ACTIVE EAA Blend to support muscle health and post workout recovery.

The plans the Company markets to clients include:

• 5 & 1 Plan TM (targeted reset) and 5 & 1 ACTIVE Plan ® .

Our proven 5 & 1 Plan (targeted reset) provides a targeted reset of the body's metabolism by activating strong and targeted fat burn, which improves body composition through reducing bad visceral fat, retaining lean mass, and protecting healthy muscle.

The 5 & 1 Plan (targeted reset) encourages clients to eat six small meals a day, an important habit that helps clients reset their metabolism at the source.

Five daily meals are OPTA VIA Fuelings, offering clients a choice from more than 45 delicious, convenient, nutritionally interchangeable, scientifically-designed products, including shakes, soups, bars, hot beverages, hearty choices, pudding and brownies.

Our coaches guide their clients on which Fuelings to select, and on how to develop healthy habits, such as preparing lean and green meals and choosing healthy snacks.

For the 5 & 1 Active Plan, we recommend up to 45 minutes of low to medium intensity exercise most days of the week and two servings of OPTA VIA ACTIVE EAA Blend to support muscle health and post workout recovery.

• Optimal Weight 4 & 2 & 1 Plan ® & Optimal Weight 4 & 2 ACTIVE Plan ® .

The Optimal Weight 4 & 2 & 1 Plan is designed for customers who want to continue eating all food groups or want a flexible meal plan to help them achieve a healthy weight.

Under this plan, OPTA VIA coaches guide their customers to eat four meals of OPTA VIA Fuelings and prepare two lean and green meals and one healthy snack themselves.

The Optimal Weight 4 & 2 & 1 Plan is designed for clients who want to continue eating all food groups or want a flexible meal plan to help them achieve a healthy weight.

Under this plan, coaches guide their clients to eat four meals of OPTA VIA Fuelings and prepare two

lean and green meals and one healthy snack.

For the Optimal Weight 4 & 2 Active Plan, we recommend up to 60 minutes of exercise most days of the week and two servings of OPTA VIA Active EAA Blend to support muscle health and post workout recovery.

• OPTA VIA Optimization Plan.

The Optimization Plan is a personalized approach to help customers’ long-term weight management.

The plan builds on the principles that led to customers’ weight loss success, combining lifestyle strategies, balanced nutrition, exercise guidance, and ongoing coach support to help customers stay at their goal weight and enjoy life to the fullest.

This plan equips customers with the tools to confidently help them keep the weight off.

Under this plan, OPTA VIA coaches guide their customers to eat two OPTA VIA ASCEND mini meals, two Lean & Green+ meals, two or more healthy exchanges (food options around 100 calories and 15 grams of carbs or less) based on the customers energy level, and one multivitamin & mineral and omega-3 supplement from the OPTA VIA ASCEND daily nutrient pack.

The Optimization Plan is a personalized approach to help clients’ long-term weight management.

The plan builds on the principles that led to clients’ weight loss success, combining lifestyle strategies, balanced nutrition, exercise guidance, and ongoing coach support to help clients stay at their goal weight and enjoy life to the fullest.

This plan equips clients with the tools to confidently help them keep the weight off.

Under this plan, coaches guide their clients to eat two OPTA VIA ASCEND mini meals, two Lean & Green+ meals, two or more healthy exchanges (food options around 100 calories and 15 grams of carbs or less) based on the clients energy level, and one multivitamin & mineral and omega-3 supplement from the OPTA VIA ASCEND daily nutrient pack.

• OPTA VIA GLP-1 Nutrition Support Plan :

The perfect nutritional companion to GLP-1 medications, allowing customers to focus on their weight loss without the stress of figuring out what to eat.

The new GLP-1 Nutrition Support Plan combines the effectiveness of the medication with balanced nutrition and lifestyle strategies to help customers lose weight, preserve lean muscle and support energy levels throughout their weight loss journey and into optimization.

Under this plan, OPTA VIA coaches guide their customers to eat three OPTA VIA ASCEND mini meals, one Lean & Green+ meal, and one multivitamin & mineral and omega-3 supplement from the OPTA VIA ASCEND daily nutrient pack.

No matter what plan a customer is on, they can learn healthy habits through the Habits of Health Transformational System, which is a crucial tool for customer success and provides the foundation for our community to learn and adopt healthy habits.

The Habits of Health Transformational System is an innovative, mind and body lifestyle approach that encourages and educates customers to replace unhealthy habits with healthy ones that contribute to their long-term success.

From time to time we offer economic incentives designed to support each OPTA VIA coach’s and customer’s success.

The perfect nutritional companion to GLP-1 medications, allowing clients to focus on their weight loss without the stress of figuring out what to eat.

The new GLP-1 Nutrition Support Plan combines the effectiveness of the medication with balanced nutrition and lifestyle strategies to help clients lose weight, preserve lean muscle and support energy levels throughout their weight loss journey and into optimization.

Under this plan, coaches guide their clients to eat three OPTA VIA ASCEND mini meals, one Lean & Green+ meal, and one multivitamin & mineral and omega-3 supplement from the OPTA VIA ASCEND daily nutrient pack.

In 2026, the Company plans to unveil a new program structure and product innovations using the science of Metabolic Synchronization that incorporates clinically studied ingredients to support metabolic enhancement.

No matter what plan a client is on, they can learn healthy habits through the Habits of Health Transformational System, which is a crucial tool for client success and provides the foundation for our coach community to learn and adopt healthy habits.

The Habits of Health Transformational System is an innovative, mind and body lifestyle approach that encourages and educates clients to replace unhealthy habits with healthy ones that contribute to their long-term success.

From time to time we offer economic incentives designed to support each coach’s success.

We believe our business is most successful when our coaches can maintain a continuous cycle of growth.

coaches activate new and successful customers, many of whom go on to become OPTA VIA coaches themselves, who activate new customers, and so on.

Once a coach has successfully attracted a new customer, the coach uses personalized coaching and effective digital tools to drive engagement.

Customer acquisition is important to our growth as customer cohorts utilizing the OPTA VIA program today form future coach cohorts, which in turn drive optimization of the customer and coach tenure mix and the associated improvements in efficiency and productivity.

Historically, coaches have activated new and successful clients, many of whom went on to become coaches themselves, who activate new clients, and so on.

Once a coach has successfully attracted a new client, the coach uses personalized coaching and effective digital tools to drive engagement.

Client acquisition is important to our growth as client cohorts utilizing our program today form future coach cohorts, which in turn drive optimization of the client and coach tenure mix and the associated improvements in efficiency and productivity.

Optimizing incentivization and compensation remains important to drive growth, retention, and engagement.

We are investing substantial time and resources in carefully learning from our existing and prospective customers, listening to what our coaches are hearing and finding efficient solutions to challenges, along with building programs that deliver connection, engagement and retention.

As we enter 2026, we are moving from transformation to execution and we are investing substantial time and resources in carefully learning from our existing and prospective clients, listening to what our coaches are hearing and finding efficient solutions to challenges, along with building programs that deliver connection, engagement and retention.

We are consistently adapting and focusing our efforts on where we believe they will have the most impact.

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No single customer accounted for 10% or more of our consolidated revenue for the year ended December 31, 2025.

Demand for weight management products and programs throughout the industry are typically seasonal.

Traditionally, the predisposition of customers refraining from initiating weight loss or management programs during the holiday season typically impacts the fourth quarter with fewer sales of weight management products and services during these months.

January and February generally show sequential increases in sales, as these months are considered the commencement of the “diet season” and "resolution season." We believe, however, that our sales pattern does not necessarily follow the seasonality of our industry, but rather is predicated on the growth or contraction of our OPTA VIA coach network.

Demand for products and programs within our industry is typically seasonal.

Traditionally, the predisposition of clients refraining from initiating weight loss or management programs during the holiday season typically impacts the fourth quarter with fewer sales of weight management products and services during these months.

Scientific Advisory Board

Our Scientific Advisory Board consists of six multi-disciplinary, internationally recognized scientific experts who provide objective insights to guide the Company in making informed decisions based on the latest scientific developments in health and wellness and serve as the foundation for scientifically-valid, evidence-based, customer-centric, high-quality innovations by the Company for lasting health.

Our Scientific Advisory Board consists of six multi-disciplinary, internationally recognized scientific experts who provide objective insights to guide the Company in making informed decisions based on the latest scientific developments in health and wellness and serve as the foundation for scientifically-valid, evidence-based, client-centric, high-quality innovations by the Company for lasting health.

Its mission is to help guide us in making informed decisions regarding medical, nutritional, food service, and scientific matters by providing expertise and information on research and emerging trends.

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The work of this cross-disciplinary group builds on our scientific heritage and incorporates leading-edge clinical research into the development of our products, plans and programs.

We continue to develop the OPTA VIA brand through comprehensive marketing strategies that reflect the changing dynamics of the weight loss and wellness markets.

Customer acquisition and retention efforts are designed to attract new customers by emphasizing OPTA VIA’s holistic and effective solutions, including its ability to support those pursuing traditional weight loss through healthy lifestyle changes, individuals using GLP-1 medications, and those transitioning off such medications.

We continue to market our products through comprehensive strategies that reflect the changing dynamics of the weight loss, wellness, and metabolic health markets.

Client acquisition and retention efforts are designed to attract new clients by emphasizing the Company's holistic and effective solutions, including its ability to support those pursuing traditional weight loss through healthy lifestyle changes, individuals using GLP-1 medications, and those transitioning off such medications.

Our coaches are the key component of our marketing efforts and serve as important advocates of our plans and products.

We have a history of launching new products and plans to our coach network first to ensure that we have support from the OPTA VIA community.

In turn, our coaches better understand our products and their benefits and can best meet customers where they are in their weight loss journey.

It is integral to our business that this coach network has the tools to effectively lead our marking approach.

To support this, we are focused on scaling best practices from high-performing teams and leveraging new coach education resources, aimed at driving sustained improvements in new customer acquisition across the network.

To supplement our coach-driven efforts, we introduced a significant Company-led marketing campaign in 2024 to increase brand awareness and drive customer adoption.

The campaign integrates digital and traditional channels to reach new audiences and deepen engagement with existing ones, including initiatives to reactivate former customers and empower OPTA VIA coaches.

These efforts are aimed at expanding customer acquisition channels and demonstrating the value of holistic, medically-supported weight loss programs.

The Company incurred approximately $22.9 million in company led marketing expenses for the year ended December 31, 2024.

We have a history of launching new products and plans to our coach network first to ensure that we have support from the coach community.

In turn, our coaches better understand our products and their benefits and can best meet clients where they are in their weight loss journey.

It is integral to our business that this coach network has the tools to effectively lead our marketing approach.

We renewed this focus in 2025, and our coaches remain our most effective tool in attracting new clients.

To supplement our coach-driven efforts, we also leverage from time-to-time Company-led marketing campaigns to drive client adoption.

Manufacturing

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Governmental Regulation

We are subject to extensive federal, state, and local government laws and regulations, including those relating to the preparation and sale of food and beverages, in the jurisdictions in which we operate, own, and lease properties, and market our offerings, including the OPTA VIA program, products, and other aspects of our business.

We are subject to extensive federal, state, and local government laws and regulations, including those relating to the preparation and sale of food and beverages, in the jurisdictions in which we operate, own, and lease properties, and market our offerings, including our program, products, and other aspects of our business.

We are also subject to laws governing our relationships with employees, including minimum wage requirements, overtime, working conditions, hiring and firing, non-discrimination for disabilities and other protected characteristics, work permits, and benefit offerings.

Further, we are subject to laws governing our relationships with our independent contractor OPTA VIA coaches.

Further, we are subject to laws governing our relationships with our independent contractor coaches.

To date, compliance with federal, state and local environmental protection regulations has not had a material effect on our capital expenditures, earnings or competitive position.

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That said, the FTC's enforcement efforts have created a level of ambiguity as to the proper interpretation of the law and related court decisions.

For example, in 2016, the FTC entered into a settlement with another direct selling/multi-level marketing company, requiring the company to modify its business model, including basing sales compensation and qualification only on sales to retail and preferred customers and on purchases by a distributor for personal consumption within allowable limits.

For example, in 2016, the FTC entered into a settlement with another direct selling/multi-level marketing company, requiring the company to modify its business model, including basing sales compensation and qualification only on sales to retail and preferred clients and on purchases by a distributor for personal consumption within allowable limits.

Similarly, in 2019, the FTC took aggressive actions against another direct selling/multi-level marketing company, alleging that the company operated an illegal pyramid scheme that deceived consumers into believing that they could earn significant income as distributors of its health and wellness products.

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If the FTC withdraws the guidance or chooses to enforce the relevant laws in a manner inconsistent with the guidance, our business could be impacted, and we may need to amend our compensation plan.

In 2024, the FTC issued a Report on Multi-Level Marketing Income Disclosures (“IDS Report”), which outlined findings from the FTC Staff’s review of the public income disclosure statements of seventy different multi-level marketing companies, including OPTAVIA.

According to the IDS Report, FTC staff found a number of issues with the reviewed statements, including that most omitted key information, did not include all participants, and did not identify expenses faced by participants.

The IDS Report does not indicate that the FTC is investigating any of the companies or plans to bring actions against them.

While OPTAVIA believes its practices with regard to its income disclosure statement comply with current laws, we cannot be sure that the FTC will not investigate and potentially challenge our income disclosure practices in the future.

Finally, the FTC is currently considering certain legal and regulatory changes that, if implemented, could impact our business.

While OPTA VIA believes its practices with regard to its income disclosure statement comply with current laws, we cannot be sure that the FTC will not investigate and potentially challenge our income disclosure practices in the future.

The FTC is also currently considering certain legal and regulatory changes that, if implemented, could impact our business.

For example, in early 2025 the FTC issued a Notice of Proposed Rulemaking for a proposed rule concerning deceptive earnings claims made by MLM organizations that would further regulate how MLM organizations describe certain aspects of their businesses.

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If the FTC issues an earnings claim rule targeted specifically at MLM organizations, our business could be impacted, and we may need to change our current practices.

While OPTAVIA has taken steps to educate our employees and coaches on proper earnings claims, if an employee or coach makes improper claims or if regulators issue new rules or change current guidance or determine we (or our coaches) are making any improper claims, this could lead to an FTC investigation and could harm our business.

The FTC is also currently reviewing the Business Opportunity Rule, which requires business opportunity sellers to give prospective buyers specific information to help them evaluate a business opportunity or work-at-home program.

While OPTA VIA has taken steps to educate our employees and coaches on proper

earnings claims, if an employee or coach makes improper claims or if regulators issue new rules or change current guidance or determine we (or our coaches) are making any improper claims, this could lead to an FTC investigation and could harm our business.

Finally, the FTC is currently reviewing the Business Opportunity Rule, which requires business opportunity sellers to give prospective buyers specific information to help them evaluate a business opportunity or work-at-home program.

While direct sellers are currently exempt from the Business Opportunity Rule and the FTC’s early 2025 Notice of Proposed Rulemaking related to Business Opportunity Rules would preserve that exemption, the FTC could include direct sellers within the scope of the rule as a result of the review.

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The consent decree requires us to comply with certain procedures and disclosures in connection with our advertisements of products and services.

If our collaboration and relationship with LifeMD grows, in the future, we may become subject to the same government regulators that regulate LifeMD’s business operations.

These include federal and state healthcare regulatory laws which include, but are not limited to, federal and state anti-kickback, false claims, and other healthcare fraud and abuse laws.

For additional information, see Item 1A.

Risk Factors.

Product Liability and Insurance

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Working Capital Practices

We maintain sufficient amounts of inventory in stock in order to provide a high level of service to our customers.

We maintain sufficient amounts of inventory in stock in order to provide a high level of service to our clients.

Substantial inventories are required to meet the needs of our dual role as manufacturer and distributor.

Human Capital Management

At Medifast, we actively foster an organizational culture centered on strong cross-functional relationships and collaborating as one team to support our customers in their health and wellness journey.

We are focused on attracting and retaining top talent who are eager to participate in our mission.

Our Total Rewards Program is intended to deliver competitive compensation and benefits that align with our company mission and values.

At Medifast, we foster an organizational culture centered on strong cross-functional relationships and collaboration as one team to support our clients in their health and wellness journey.

We are focused on attracting, developing and retaining top talent who are eager to participate in our mission of “Lifelong Transformation, Making a Healthy Lifestyle Second Nature”.

Our Total Rewards Program is intended to deliver competitive compensation and benefits that align with our Company's mission and values.

Annually, we review our market reference ranges and pay to ensure we remain competitive, consistent and equitable.

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None of our team members are subject to a collective bargaining agreement with the Company.

In 2024, we continued our business transformation and began executing plans to enable stability and growth.

We continued to strengthen our foundation – our community of independent coaches and corporate team members working hand-in-hand — leveraging our habit-based and coach-guided tailored plans to support customers in Lifelong Transformation, Making a Healthy Lifestyle Second Nature.

During 2024, we reinforced the significance of transparent communication and clear goal alignment to motivate and engage our team members throughout the transformation.

Additionally, we emphasized the importance of navigating change in a challenging business environment, empowering team members to learn, test, and adapt new approaches as they execute against our strategic initiatives.

For select senior leaders highly engaged in leading our transformation initiatives, we provided change planning and resilience training and coaching to ensure they could confidently lead their teams as they navigate the changing business landscape.

Teaming and Partnership continue to be critical core values.

We believe our ability to effectively collaborate with each other as we partner with our Field community is essential for driving increased momentum throughout this transformation.

Together, we are building relationships of trust, nurturing a caring and empathetic environment, and prioritizing the mental and physical wellbeing of our people.

We continually seek new ways to evolve how we work and we each other grow, by investing in training, encouraging feedback and embracing challenges along the way.

In 2025, we focused on renewing excitement around the opportunities our programs, plans and community offer those seeking to make a healthy lifestyle second nature.

During this year, we began our transition to becoming a metabolic health company and launched an extensive communication campaign to educate our team members about the importance of metabolic health, the effects of metabolic dysfunction and the role our proprietary system can play in reversing significant metabolic health issues like high blood pressure, cholesterol, insulin sensitivity and type 2 diabetes.

To support this transition, we implemented several new communication channels, like our monthly stand-up meetings, live events at each work location to provide updates on business progress and create in-person connection opportunities.

We also introduced more targeted communications from executive leaders, tied to coach events, the Medifast 3.0 science, updates on execution progress and our upcoming new product line.

To effectively support our Medifast 3.0 strategy, we have re-emphasized to our team members the importance of executing in alignment with our core values.

In 2025, our values of Teaming, Courage, Empowerment and Partnership were particularly critical enablers.

We believe our ability to collaborate effectively with one another and partner closely with our coach community is essential to driving momentum throughout this transition.

We have challenged our team members to be courageous as they explore new innovations and empower their teams to embrace new ways of working, in support of our metabolic health strategy.

Together, we are building relationships of trust, nurturing a caring and empathetic environment and prioritizing the mental and physical well-being of our people.

We continually seek new ways to evolve how we work as we invest in training, encourage feedback and embrace challenges along the way.

To increase organizational agility and support our ambitious goals, we modified our in-office work requirement to three days in office to promote in-person collaboration, brainstorming and faster problem solving, while preserving the flexibility that our team members value.

Through our ongoing engagement surveys (the Loop), we know flexibility and autonomy are important;

therefore, we allow up to two days per week of remote work and encourage minimal meetings on Fridays to provide team members with dedicated focus time.

We also introduced a Summer Friday Program to offer additional flexibility during the summer months.

We have several resources and tools that help us nurture a “One Team” mindset centered around strong cross-functional teaming and partnering.

Our north star is our Culture Compass that helps us understand the behaviors, values, and ways of working that define our culture today by identifying gaps, areas of growth, and where we need to adjust in order to deliver on our strategy more effectively.

Our north star is our Culture Compass that helps us understand the behaviors, values and ways of working that define our current culture and where we need to evolve to deliver on our strategy more effectively.

Our Culture Contract lays out the explicit behaviors that underlie our core values.

It details the commitments we make to one another and the commitments we make as a company to ensure an excellent work experience for all our team members.

Our Culture Contract Toolkit is a companion piece that provides many tools to help improve in forming bonds, establishing healthy work/life balance, inclusive leadership, and much more.

In alignment with nurturing our culture and reinforcing communication, we launched several new Slack® channels in 2024.

Medifast in Motion gives team members a place to share on their health & wellness journeys and the activities they are doing to practice the Habit of Healthy of Motion, whether with their families or their work colleagues.

Our Optimal Impact channel gives team members a place to share volunteer activities in which they are participating in either personally or with their work teams, and about community organizations that are important to them.

Additionally, we supported several volunteer opportunities aligned with our Healthy Habits For All initiative and amended our volunteer time-off policies to give team members up to 16 paid hours per calendar year to volunteer their time in their community.

Ensuring our organization is united by our values and one team, one mission mindset remains a top priority - helping us stay aligned as we grow and enabling us to prioritize our work, plan for the future, and harness our combined energy to accomplish our company objectives.

Our culture narrative is fully embedded in our core human capital processes to ensure our team members understand how their success translates to the success of the greater team and ultimately to an amazing coach and customer experience.

Each year we host a program called Coach Encounters, which gives our team members an opportunity to hear directly from our inspiring coaches about their personal journeys as well as how our company supports their work in seeking positive health outcomes for our customers.

In 2024, we were once again recognized by U.S.

News & Reports as a Best Place to Work in the Food & Drink Industry, a reflection of the work we have done to nurture our culture and support a strong employee experience.

As we have noted, this year more than ever, building transparency and developing communication channels that allow us to cascade information and connect our teams are critical to supporting our people strategy.

We leverage our Workplace by Meta platform to connect, collaborate and ignite conversations around topics that matter to us, like wellness.

We also have a weekly Pulse newsletter to ensure important initiatives and events are communicated in a timely matter.

We continued our quarterly

video series from our Chairman & CEO, Dan Chard, to ensure team members hear directly from him about Company performance and progress on key initiatives.

In 2024, we added monthly business transformation update posts from Dan Chard in our All-Company Slack channel.

Ensuring that our team members hear directly from Dan Chard has been critical to them understanding the progress we are making and how their work fits into the bigger picture.

Our companion Culture Contract Toolkit provides practical tools to help strengthen relationships, support work/life balance, enhance inclusive leadership and more.

In 2025, we introduced a new intranet platform called the Mediverse, to provide a dynamic and user-friendly experience through which team members can access relevant and current information about our business strategy, culture, important events and leadership communications.

Our weekly “Pulse” newsletter is now delivered via the Mediverse, helping ensure important initiatives and events are communicated in a timely manner.

We also have an active community of content contributors who regularly publish both social and business-related content.

As of December 2025, over 90% of our team members were actively engaged on the Mediverse.

The Mediverse includes unique channels that support team members in connecting to our mission and to each other.

For example, our “Brightside” channel enables team members to share good news

and our “Optimal Impact” channel highlights volunteer and giving opportunities.

To further reinforce our mission in action, team members receive up to 16 paid hours per calendar year to volunteer their time in their community.

Ensuring our organization is united by our values and one team, one mission mindset remains a top priority.

Our culture narrative is fully embedded in our core human capital processes to ensure our team members understand how their success contributes to the success of the broader team, and ultimately to an amazing coach and client experience.

Each year we host a program called Coach Encounters, which gives our team members an opportunity to hear directly from our inspiring coaches about their personal journeys as well as how our Company supports their work in seeking positive health outcomes for our clients.

In 2025, we also hosted several Executive Director Summits for coaches that achieved the Executive Director rank and met specified criteria, which provided additional opportunities for mutual learning and recognition between our coaches and corporate team members.

In March 2025, we launched our “Impact One More” challenge, encouraging team members to participate in coach events and other community-building opportunities to immerse themselves in the mission and understand how their work supports our strategic goals.

More than 100 team members participated in at least one event, including live and digitally streamed coach events, podcasts about our business, Healthy Habit for all volunteer initiatives and more.

Recognition remains a key component of our culture.

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#AcedIt allows for both social and point-based recognition and celebrates team members for achieving important milestones in service.

We see very strong participation in our #Acedit program with a 93% activation rate and 65% actively using the tool on a monthly basis.

We see very strong participation in our #Acedit program with over 90% participation in 2025.

Our #AcedIt platform also supports our wellness program, LiveWell, to incentivize greater focus on our team members’ health and wellness.

In 2024, we saw strong engagement with LiveWell with over 85% of employees leveraging the tool.

In 2025, we saw strong engagement with LiveWell with over 93% of employees leveraging the tool and over 2,000 preventive health challenges completed.

Diversity is one of Medifast’s Core Values.

As an organization, we are committed to generating an open dialog with our team members and building a more inclusive work environment that enables all our team members to have a voice.

In 2024, we conducted two cycles of our listening initiative, The Loop, which promotes communication transparency, empowers our team leaders to review their employee engagement results and facilitates candid conversations to shape and improve the work experience.

In 2024, we added transformation questions, to measure how our team members are experiencing our business evolution and what more we can do to support their success and help them adapt to the changing work demands.

We also hosted our annual Culture Week to celebrate the differences that make our community special, which include activities such as a cooking contest and a special Culture Club event to bring team members together.

Nurturing growth and learning are also key elements of our culture.

We have a robust technology platform that supports our team members and leaders as they have performance and development conversations each quarter.

On demand and 360-feedback are features that launched in 2023 and give us the opportunity to improve our communal ability in giving and receiving feedback.

In 2024, we were excited to integrate performance ratings to our PEAK (Performance Management Initiative) process, giving leaders another tool to reinforce accountability, another important core value for our company.

Through our learning management system, Optimal Learning, team members have access to online courses such as a Culture Journey learning path to further integrate an understanding of our culture for new team members.

Within our supply chain, we have continued our Level Up shadow program, which creates opportunities for our supply chain team members to be cross trained in other areas of the supply chain and learn new skills.

This program fosters greater sponsorship of junior talent and an increase of internal mobility.

In 2024, we rolled out our Level Up Skills Vault throughout the company.

We encouraged team members to use this repository to showcase the skills and strengths that may be leveraged internally for future projects as well as indicate the skills they would like to build muscle around.

In 2025, we plan to offer more programming to support increased adoption of the Skills Vault and opportunities for job experimentation.

Lastly, in support of nurturing a strong senior leadership team we rolled-out a new senior leader standards guidebook in 2024, which describes skills, competencies, experiences, and internal processes that our senior leaders need to develop as they advance at our company.

We also developed a set of norms and behaviors to ensure our senior leaders are showing up in ways that reinforce our culture and promote the ways of working and relationship building that we believe is fundamental to a strong community.

In 2025, we continued bi-annual cycles of our listening initiative, The Loop, which promotes transparency, empowers our team leaders to review their employee engagement results and facilitates candid conversations to shape and improve the work experience.

These Loop surveys helped us continue to measure the impact of our business transformation, better understand how our team members are experiencing our business evolution and what more we can do to support their success and help them adapt to the changing work demands.

We also hosted our annual Culture Week to celebrate the differences that make our community special.

Activities included opportunities for team members to share stories about moments important to them and their heritage, as well as events designed to foster connections across teams and locations.

Nurturing growth and learning remain key components of our culture.

We utilize a technology platform that supports team members and leaders.

On-demand and 360-feedback are features that launched in 2023 to help strengthen our organizational capabilities in giving and receiving feedback.

Through our learning management system, Optimal Learning, team members have access to online courses and curated learning paths, including a Culture Journey path designed to help new team members integrate into our culture.

Within our supply chain, we have continued our Level Up shadow program, which creates opportunities for our supply chain team members to be cross-trained in other areas of the supply chain and develop new skills.

In 2025, we extended Level Up to exempt high-potential team members within the supply chain, enhancing sponsorship of junior talent and an increase of internal mobility.

We also encouraged team members to use the Level Up skills Vault to showcase current skills and strengths and indicate skills they would like to develop.

In 2025, all new hires were required to add their skills and desired skills into the Skills Vault, and we began leveraging this data to program new learning paths within our learning ecosystem.

In support of building a strong leadership team, we continued to roll out tools for our senior leadership (SLT).

The SLT Standards guide describes skills, competencies, experiences and internal processes that our senior leaders need to develop as they advance at our Company.

In 2025, we introduced an assessment template for SLT team members and their managers to use in development conversations and to support future career progression.

In 2025, we introduced a second speaker series to our internal cadence—a lunch-and-learn program called Fuel Up.

Designed for manager-level and above subject matter experts, Fuel Up aims to inspire, educate and spotlight expertise across our organization.

The series gives team members the chance to explore fresh perspectives, share innovative ideas with peers and practice their presentation and leadership skills, all while gaining valuable knowledge and insights that deepen their understanding of our organization from multiple angles and help drive progress.

Wellness is not just what we do, it’s who we are, and our commitment to being a best-in-class wellness company starts with providing team members equal access to all our programs and products.

Our Employees on Plan program allows our team members to experience the support of a coach, as they tackle their own weight loss journey.

Our Wellness Committee oversees a host of programming throughout the year to integrate healthy habits into the lives of our team members, such as incentives through LiveWell, for taking on a step challenge, doing a biometric screening or attending a wellness event among other activities.

In 2024, to further support the Healthy Habit of Motion, we launched a new Motion Masters Dance Challenge to encourage team members to adopt a fun way to get their steps in.

In 2024, we won the highest-level Well Workplace Award, Platinum, from the Wellness Council of America, as well as the 2024 Gold Workplace Well-being Award for Making a Difference from Aetna, and was recognized at the Exemplar level by Healthiest Maryland Businesses.

In addition to our team members, our Human Capital also includes our independent contractor OPTA VIA coaches.

They support our customers and market our products and services primarily through word of mouth, email and via social media channels such as Facebook, Instagram, X, and video conferencing platforms.

The more OPTA VIA coaches we have, the more customers we can serve.

The total number of active earning OPTA VIA coaches as of December 31, 2024 was 27,100.

Our Employees on Plan program allows our team members to experience the support of a coach as they tackle their own journey toward optimal health and well-being.

Our Wellness Committee oversees a host of programming throughout the year to integrate healthy habits into the lives of our team members, such as incentives through our wellness platform, LiveWell, for taking on a step challenge, doing a biometric

screening or attending a wellness event, among other activities.

Our wellness efforts have been recognized externally.

In 2024 and 2025, we won the highest-level Well Workplace Award, Platinum, from the Wellness Council of America, as well as the Gold Workplace Well-being Award for Making a Difference from Aetna, and the Exemplar level by Healthiest Maryland Businesses.

In addition to our team members, our Human Capital also includes our independent contractor coaches.

They support our clients and market our products and services primarily through word of mouth, email and via social media channels such as Facebook, Instagram, X and video conferencing platforms.

The more coaches we have, the more clients we can serve.

The total number of actively earning coaches as of December 31, 2025, was 16,100.

Information Systems & Technology

We have adopted a cybersecurity framework that, where appropriate, aligns with the National Institute of Standards and Technology's ("NIST") Cybersecurity Framework, and we have maintained systems that, where appropriate, are Payment Card Industry Data Security Standard compliant ("PCI") under current standards.

Our websites use commercially developed software which are hosted by data center colocation and cloud service providers.

Our websites use commercially developed software which is hosted by data center colocation and cloud service providers.

The hosting facilities provide carrier-diverse network connectivity, information security technologies, redundant and emergency power, fire prevention and control, and physical security.

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Where applicable, we also review service provider PCI compliance annually.

We use a variety of information security methods to protect confidential customer and corporate data against unauthorized access, including periodic network and website vulnerability/penetration testing.

We use a variety of information security methods to protect confidential client and corporate data against unauthorized access, including periodic network and website vulnerability/penetration testing.

Network intrusion detection and prevention technologies are in use to alert and mitigate unauthorized access and distributed denial of service attacks.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business