USANA Health Sciences insider Jim Brown nets 1,218 shares after tax

Rhea-AI Filing Summary

USANA Health Sciences (USNA) – Form 4 filing

On 24-Jul-2025, CEO & President Jim Brown converted 2,190 previously granted restricted stock units (code “M”) into an equal number of common shares. To satisfy withholding taxes, 972 of those shares were automatically surrendered to the issuer at $32.09 per share (code “F”). The net effect is an increase of 1,218 directly held shares, bringing Brown’s direct common-stock ownership to 16,934. He also retains 160,878 unvested/derivative RSUs that will convert into common shares as they vest. No open-market purchases or sales occurred; all transactions were internal equity-compensation settlements. The filing does not disclose any broader corporate developments.

Positive

• CEO Jim Brown increased his direct ownership by 1,218 shares, indicating continued alignment with shareholders.
• A substantial pool of 160,878 RSUs remains, tying executive compensation to future share performance.

Negative

• 972 shares were immediately surrendered for tax withholding, reducing the net share increase.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting; CEO nets 1,218 shares, overall impact neutral.

The transaction reflects a scheduled vesting event rather than discretionary buying or selling. Brown’s gross conversion of 2,190 RSUs and tax withholding of 972 shares is standard practice. His post-transaction holding of 16,934 shares remains small relative to the 160,878 RSUs still outstanding, implying most of his equity upside is tied to future company performance. Because no open-market activity or new grants are involved, dilution and market-signal effects are minimal. From an investor viewpoint the filing is not materially impactful but confirms ongoing insider alignment via equity retention.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown Jim

(Last) (First) (Middle)

3838 WEST PARKWAY BLVD.

(Street)

SALT LAKE CITY UT 84120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USANA HEALTH SCIENCES INC [ USNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/24/2025		M		2,190	A	(1)	17,906	D
Common Stock	07/24/2025		F		972	D	$32.09	16,934	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	07/24/2025		M			2,190	(2)	(2)	Common Stock	2,190	$0	160,878	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of USNA common stock.

2. Restricted Stock Units vest 25% on the Anniversary of July 24th, 2023.

Remarks:

	/s/ Joshua Foukas, Attorney-in-Fact	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did USNA file on Form 4 dated 07/24/2025?

CEO Jim Brown converted 2,190 RSUs into common shares and withheld 972 shares for taxes.

How many USNA shares does Jim Brown own after the transaction?

16,934 common shares held directly.

At what price were the withheld USNA shares valued?

The 972 withheld shares were valued at $32.09 each.

How many restricted stock units does the CEO still hold?

Brown retains 160,878 RSUs, convertible into the same number of USNA shares upon vesting.

Was this an open-market purchase or sale of USNA stock?

No; the filing shows internal RSU conversion and tax withholding, not market transactions.