USANA Director converts 1,058 RSUs, withholds 606 shares for taxes

Rhea-AI Filing Summary

USANA Health Sciences (USNA) – Form 4 insider filing: Director Peggie Pelosi reported RSU vesting and related share withholding on 24 Jul 2025. She converted 1,058 restricted stock units (code “M”), adding the same number of common shares at a $0 exercise price. To cover taxes, 606 shares were withheld/sold (code “F”) at $32.09, leaving a net increase of 452 shares.

Following the transactions, Pelosi now directly owns 4,135 common shares and still holds 3,172 un-vested/vested RSUs. No open-market purchases or discretionary sales were disclosed; the activity reflects scheduled equity compensation vesting. No changes to company guidance, operations, or financial metrics were included.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; minor net share gain, neutral market impact.

The filing shows a standard quarterly RSU tranche converting into 1,058 shares, with 606 shares withheld for taxes. The net 452-share increase leaves the director’s direct stake at roughly 0.02 % of USNA’s ~19 M shares outstanding—immaterial in ownership or signaling terms. Because the shares were not bought on the open market, the action offers limited insight into management’s valuation view. No derivative leverage or unusual codes appear. I categorize the filing as not impactful for valuation or liquidity.

Corporate Governance Expert

TL;DR: Scheduled equity vesting; complies with Section 16, no governance red flags.

The Form 4 conforms to expected disclosure timing (within two business days). Transaction codes M and F indicate conversion and tax withholding, typical for equity plans. Remaining RSUs vest quarterly through Apr 2026, signaling predictable dilution of <1 bp per tranche. No 10 % ownership, pledging, or related-party issues are present. Governance risk remains unchanged; shareholders should view the event as routine administrative reporting.

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^*

Pelosi Peggie

(Last) (First) (Middle)

3838 W 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)

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

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		1,058	A	(1)	4,741	D
Common Stock	07/24/2025		F		606	D	$32.09	4,135	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			1,058	(2)	(2)	Common Stock	1,058	$0	3,172	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 July 24, 2025, October 23, 2025, January 22, 2026, and April 23, 2026.

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.
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FAQ

How many USNA shares did Peggie Pelosi acquire on 24 July 2025?

She acquired 1,058 shares through RSU conversion.

Did the director sell any shares in this Form 4 filing?

Yes. 606 shares were sold/withheld at $32.09 solely to satisfy tax obligations.

What is Peggie Pelosi’s current direct ownership in USNA after the transaction?

She directly owns 4,135 common shares.

Are there additional RSUs outstanding for the director?

Yes, 3,172 restricted stock units remain outstanding with quarterly vesting through April 2026.

Does the filing indicate any change in USANA’s financial outlook?

No. The Form 4 only reports insider equity transactions and contains no operational or financial guidance updates.