USANA (USNA) director reports RSU conversion and tax-withholding share disposition

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

USANA Health Sciences director Timothy E. Wood reported routine equity compensation activity involving restricted stock units. On April 23, 2026, 1,057 restricted stock units converted into 1,057 shares of common stock, reflecting a derivative exercise with no cash purchase.

On the same date, 264 common shares were disposed of at $19.24 per share as a tax-withholding disposition, meaning shares were delivered to cover tax obligations rather than sold in the open market. Following these transactions, Wood directly held 10,613 shares of USANA common stock.

Insider Trade Summary

1,057 shares exercised/converted

Mixed 3 txns

Insider WOOD TIMOTHY E

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,057	$0.00	--
Exercise	Common Stock	1,057	$0.00	--
Tax Withholding	Common Stock	264	$19.24	$5K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 10,877 shares (Direct, null)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of USNA common stock. Restricted Stock Units vest 25% on July 24, 2025, October 23, 2025, January 22, 2026, and April 23, 2026.

Key Figures

RSU shares exercised: 1,057 shares Tax-withholding shares: 264 shares Tax-withholding price: $19.24 per share +3 more

6 metrics

RSU shares exercised 1,057 shares Restricted stock units converted to common stock on April 23, 2026

Tax-withholding shares 264 shares Common shares delivered for tax withholding at $19.24 each

Tax-withholding price $19.24 per share Value used for 264-share tax-withholding disposition

Shares held after disposition 10,613 shares Direct USANA common stock holdings after transactions

Exercise price for RSUs $0.00 per share Restricted stock unit conversion recorded with zero exercise price

Exercise transactions count 1 transaction Single derivative exercise/conversion event in transaction summary

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion

3 terms

Restricted Stock Units financial

"Restricted Stock Units vest 25% on July 24, 2025, October 23, 2025, January 22, 2026, and April 23, 2026."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

04/27/2026 - 12:41 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WOOD TIMOTHY E

(Last)

(First)

(Middle)

3838 WEST PARKWAY BLVD

(Street)

SALT LAKE CITY

UTAH

84120

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/23/2026		M		1,057	A	⁽¹⁾	10,877	D
Common Stock	04/23/2026		F		264	D	$19.24	10,613	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/23/2026		M			1,057	⁽²⁾	⁽²⁾	Common Stock	1,057	$0	0	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	04/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did USANA (USNA) director Timothy Wood report?

Timothy E. Wood reported a routine equity compensation event. 1,057 restricted stock units converted into common shares, and 264 shares were disposed of to cover tax obligations, with no open-market buying or selling activity disclosed in this filing.

Did Timothy Wood buy or sell USANA (USNA) shares on the open market?

The filing does not show any open-market purchases or sales. It records a derivative exercise converting restricted stock units into shares and a tax-withholding disposition, where shares were delivered to satisfy tax liabilities instead of being traded in the market.

How many USANA (USNA) shares did Timothy Wood receive from the RSU conversion?

He acquired 1,057 shares of USANA common stock through the exercise of restricted stock units. This was recorded with a transaction code indicating a derivative exercise or conversion and a stated price per share of $0.00 for the RSU-based acquisition.

How many USANA (USNA) shares were used for tax withholding in this Form 4?

The filing reports a tax-withholding disposition of 264 shares of USANA common stock at $19.24 per share. These shares were delivered to cover tax liabilities associated with the equity award rather than sold in a discretionary, open-market transaction.

What is Timothy Wood’s direct USANA (USNA) shareholding after these transactions?

After the reported transactions, Timothy E. Wood directly held 10,613 shares of USANA common stock. This total reflects the net result of the restricted stock unit conversion and the related tax-withholding share disposition recorded in the Form 4.

What are restricted stock units in the context of USANA (USNA) insider awards?

The footnotes state each restricted stock unit represents a contingent right to receive one share of USANA common stock. These units vest over time according to a schedule, then convert into actual shares when vesting and settlement conditions are satisfied.