Medifast (MED) Announces $100M Share Buyback

Medifast, Inc (NYSE: MED), the global company behind one of the fastest-growing health and wellness communities, OPTAVIA®, announced today it has entered into an accelerated share repurchase agreement ("ASR") with JPMorgan Chase, National Association ("JPM"), to repurchase an aggregate of $100 million of the company's common stock. This equates to approximately 600,000 shares, at the closing price on May 31, 2022, and represents approximately 5% of the company's fully diluted outstanding stock. The company is expected to fund the ASR program using available cash on hand and borrowings under the company's existing credit facility.

"This transaction is an important component of our capital allocation strategy as we continue to invest in the business," said Dan Chard, Chairman and Chief Executive Officer of Medifast. "This ASR reflects our confidence in Medifast's ability to drive rapid, sustainable growth and long-term value for all stakeholders. Investing in ourselves alongside our stockholders aligns everyone's interests for future performance."

Subject to completion of this ASR, the company is expected to have approximately 1.4 million of the company's common stock remaining available for repurchase under its current repurchase authorization. While the amount and timing of future share purchases are subject to a number of factors, including the company's business, share price and general market conditions, the company intends to continue to return capital to stockholders through dividends and share repurchases. The remaining share repurchases may be made from time to time through open market purchases, 10b5-1 plans, future ASR programs or through privately negotiated transactions. Medifast continues to generate strong free cash flow and has ample financial capacity to sustain its balanced approach to capital allocation. This includes investments in technology, along with digital and consumable product innovation intended to build on the company's success as a leader in the weight management industry and enable expansion into the broader $230 billion health and wellness market.

Under the ASR, the company will make an initial payment of $100 million to JPM and receive an initial delivery of approximately 480,000 shares of the company's common stock. The final number of shares to be repurchased under the ASR program will be based on the average of the daily volume-weighted average prices of the company's common stock during the repurchase period, less a discount, and is subject to adjustments pursuant to the terms of the ASR agreement. The final settlement of the ASR program is expected to be completed in the third quarter of 2022.

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