USANA Health Sciences (NYSE: USNA) shifts leadership as Kevin Guest returns as CEO

Rhea-AI Filing Summary

USANA Health Sciences, Inc. reported a leadership transition in which Jim Brown has stepped down as Chief Executive Officer and President, effective January 8, 2026. He will remain with the company in an advisory role for a period at the discretion of the Board of Directors, providing some continuity during the change.

Kevin Guest, age 63, who currently serves as Executive Chairman of the Board and previously served as Chief Executive Officer, will reassume the role of Chief Executive Officer while continuing as Chairman. The company states there is no arrangement or understanding with any other person regarding his selection, and no family or related-party relationships requiring additional disclosure. The Compensation Committee has not yet determined the compensation arrangements for Mr. Brown’s separation or for Mr. Guest’s new role as Chief Executive Officer and expects to decide these shortly, after which an amendment will be filed. The company has issued a press release describing these changes.

Positive

• None.

Negative

• CEO departure and leadership transition – Jim Brown has stepped down as Chief Executive Officer and President, which can raise concerns about leadership stability until the new structure and compensation arrangements are fully defined.

Insights

Corporate governance analyst

USANA discloses an unexpected CEO change, with the former CEO returning to the role.

USANA Health Sciences, Inc. reports that Jim Brown has stepped down as Chief Executive Officer and President, while remaining in an advisory role at the Board’s discretion. Leadership continuity is addressed by bringing back Kevin Guest, the current Executive Chairman and former Chief Executive Officer, to reassume the CEO position and continue as Chairman of the Board.

The filing notes that there is no arrangement or understanding with any other person regarding Mr. Guest’s selection, and it confirms there are no family or related-party relationships that trigger additional disclosure requirements. However, compensation terms for both Mr. Brown’s separation and Mr. Guest’s renewed CEO role are still under review by the Compensation Committee and will be detailed in a later amendment. Until then, Mr. Guest continues under his existing Executive Chairman compensation structure, leaving some key economic details of this transition to be clarified in future disclosures.

FALSE000089626400008962642026-01-082026-01-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

January 8, 2026

USANA HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Utah

(State or other jurisdiction of incorporation)

001-35024			87-0500306
(Commission File No.)			(IRS Employer Identification No.)

3838 West Parkway Boulevard

Salt Lake City, Utah 84120

(Address of principal executive offices, Zip Code)

Registrant's telephone number, including area code: (801) 954-7100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			USNA			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2026, USANA Health Sciences, Inc. (the “Company” or “USANA”) announced a leadership transition pursuant to which Jim Brown stepped down as Chief Executive Officer and President of the Company. Mr. Brown will remain with the Company in an advisory role for a period at the discretion of the Board of Directors.

As part of this transition, Kevin Guest, 63, who currently serves as Executive Chairman of the Board and previously served as Chief Executive Officer, will reassume the role of Chief Executive Officer. Mr. Guest will also continue to serve as Chairman of the Board. There is no arrangement or understanding between Mr. Guest and any other person pursuant to which Mr. Guest was selected as Chief Executive Officer. There are no family relationships between Mr. Guest and any director or executive officer of the Company, and there are no relationships between Mr. Guest and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

The Compensation Committee of the Board of Directors has not yet determined the material terms of Mr. Brown’s compensation arrangements in connection with his separation from the Company. The Compensation Committee expects to make such determinations shortly. The Company will file an amendment to this Current Report on Form 8-K to disclose the material terms of any such compensation arrangements once they have been finalized in accordance with Item 5.02(e) of Form 8-K.

The Compensation Committee has not yet determined the material terms of Mr. Guest’s compensation in connection with his appointment as Chief Executive Officer. The Compensation Committee expects to make such determinations shortly. In the interim, Mr. Guest will continue to receive his previously approved compensation as Executive Chairman of the Board. The Company will file an amendment to this Current Report on Form 8-K to disclose the material terms of Mr. Guest’s compensation arrangements once they have been finalized in accordance with Item 5.02(e) of Form 8-K.

Mr. Guest joined USANA on a part-time basis in April 2003, as Executive Director of Media and Events. Following the Company’s acquisition of the media, video, and event-productions company FMG Productions founded by Mr. Guest, he became a full-time employee of the Company and was promoted to Vice President of Media and Events in February 2004. In January 2006, he was appointed Executive Vice President of Marketing and served in that role until July 2008, when he was appointed Chief Marketing Officer. In May 2011, he was appointed President of North America and in October 2012, he was named President of the Americas, Europe and South Pacific. In August 2014, Mr. Guest was appointed President of USANA and in August 2015, he was appointed Co-Chief Executive Officer. He served in this capacity until November 2016, when he was appointed Chief Executive Officer. In May 2020, Mr. Guest was appointed as Chairman of the Board and Chief Executive Officer and served in this role until he became Executive Chairman of the Board in June 2023.

The Company issued a press release on January 8, 2026, announcing these events. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7.01    Regulation FD Disclosure

On January 8, 2026, the Company issued a press release relating to the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Press release issued by USANA Health Sciences, Inc. dated January 8, 2026 (furnished herewith).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			USANA HEALTH SCIENCES, INC.
			By:			/s/ G. Douglas Hekking
			G. Douglas Hekking, Chief Financial Officer
Date: January 8, 2026

FAQ

What leadership change did USANA Health Sciences (USNA) announce?

USANA Health Sciences, Inc. announced that Jim Brown has stepped down as Chief Executive Officer and President. Kevin Guest, the current Executive Chairman and former Chief Executive Officer, will reassume the role of Chief Executive Officer while continuing to serve as Chairman of the Board.

Will Jim Brown remain involved with USANA Health Sciences after stepping down as CEO?

Yes. Jim Brown will remain with USANA Health Sciences, Inc. in an advisory role for a period determined at the discretion of the Board of Directors, providing ongoing support during the leadership transition.

Who is Kevin Guest and what is his new role at USANA Health Sciences (USNA)?

Kevin Guest, 63, has a long history with USANA, having served in multiple leadership roles including Chief Executive Officer and Executive Chairman. He will now reassume the role of Chief Executive Officer while continuing as Chairman of the Board.

Have the compensation terms for Jim Brown’s separation from USANA been set?

No. The Compensation Committee has not yet determined the material terms of Jim Brown’s compensation arrangements in connection with his separation. The company plans to file an amendment disclosing these terms once finalized.

Have the compensation terms for Kevin Guest as the new CEO of USANA (USNA) been determined?

Not yet. The Compensation Committee has not determined the material terms of Kevin Guest’s compensation as Chief Executive Officer. In the interim, he will continue to receive his previously approved compensation as Executive Chairman, and an amendment will later disclose his finalized compensation arrangements.

Did USANA Health Sciences issue a press release about the CEO transition?

Yes. USANA Health Sciences, Inc. issued a press release on January 8, 2026, describing the leadership changes. This press release is furnished as Exhibit 99.1 and is incorporated by reference.