USANA CLO converts RSUs and disposes common shares

USANA Health Sciences’ chief legal officer, Joshua Foukas, reported multiple equity compensation transactions.

Rhea-AI Filing Summary

USANA Health Sciences’ chief legal officer, Joshua Foukas, reported multiple equity compensation transactions. On February 6–8, 2026, restricted stock units (RSUs) covering 3,111, 1,571, and 3,597 units were converted into the same number of USANA common shares at an exercise price of $0 per share.

Across the same dates, Foukas disposed of 1,483, 749, and 1,586 common shares at $21.34 per share. Following these transactions, he directly held 4,461 common shares and 36,608 RSUs. Each RSU represents a right to one share and vests 25% annually on specified February anniversaries.

Insider Trade Summary

8,279 shares exercised/converted

Exercise 9 txns

Insider Foukas Joshua

Role CHIEF LEGAL OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,597	$0.00	$0.00
Exercise	Common Stock	3,597	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,586	$21.34	$34K
Exercise	Restricted Stock Units	1,571	$0.00	$0.00
Exercise	Common Stock	1,571	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	749	$21.34	$16K
Exercise	Restricted Stock Units	3,111	$0.00	$0.00
Exercise	Common Stock	3,111	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,483	$21.34	$32K

Holdings After Transaction: Restricted Stock Units — 36,608 contracts (Direct); Common Stock — 4,461 shares (Direct)

Footnotes (4)

1. F1. Each restricted stock unit represents a contingent right to receive one share of USNA common stock.
2. F2. Restricted Stock Units vest 25% on the anniversary of February 6th, 2023.
3. F3. Restricted Stock Units vest 25% on the anniversary of February 7th, 2022.
4. F4. Restricted Stock Units vest 25% on the anniversary of February 8th, 2024.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did USANA (USNA) chief legal officer Joshua Foukas report?

Joshua Foukas reported conversions of restricted stock units into common stock and related share disposals. Between February 6–8, 2026, RSUs totaling 3,111, 1,571, and 3,597 units became shares, and 1,483, 749, and 1,586 common shares were disposed of at $21.34 per share.

How many USANA (USNA) shares does Joshua Foukas hold after these Form 4 transactions?

After the reported transactions, Joshua Foukas directly holds 4,461 USANA common shares. He also beneficially owns 36,608 restricted stock units, each representing a contingent right to receive one share, subject to the stated vesting schedules tied to specific February anniversary dates.

What prices were involved in the USANA (USNA) insider’s reported share disposals?

The reported disposals of USANA common stock by Joshua Foukas occurred at a price of $21.34 per share. Disposed amounts were 1,483 shares on February 6, 749 shares on February 7, and 1,586 shares on February 8, 2026, according to the filing tables.

How do the USANA (USNA) restricted stock units held by Joshua Foukas vest?

Each restricted stock unit represents a contingent right to receive one USANA common share. The filing states that separate RSU grants vest 25% annually on the anniversaries of February 6, 2023, February 7, 2022, and February 8, 2024, creating staggered vesting over multiple years.

What is the role of the insider reporting these USANA (USNA) transactions?

The reporting person, Joshua Foukas, serves as USANA Health Sciences’ chief legal officer. His Form 4 shows direct ownership of both common stock and restricted stock units, reflecting equity-based compensation typical for senior executives with ongoing vesting and conversion activity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/10/2026 - 06:50 PM Learn about SEC filing dates

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^*

Foukas Joshua

(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)
	CHIEF LEGAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M		3,111	A	(1)	3,111	D
Common Stock	02/06/2026		F		1,483	D	$21.34	1,628	D
Common Stock	02/07/2026		M		1,571	A	(1)	3,199	D
Common Stock	02/07/2026		F		749	D	$21.34	2,450	D
Common Stock	02/08/2026		M		3,597	A	(1)	6,047	D
Common Stock	02/08/2026		F		1,586	D	$21.34	4,461	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)	02/06/2026		M			3,111	(2)	(2)	Common Stock	3,111	$0	41,776	D
Restricted Stock Units	(1)	02/07/2026		M			1,571	(3)	(3)	Common Stock	1,571	$0	40,205	D
Restricted Stock Units	(1)	02/08/2026		M			3,597	(4)	(4)	Common Stock	3,597	$0	36,608	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 February 6th, 2023.

3. Restricted Stock Units vest 25% on the anniversary of February 7th, 2022.

4. Restricted Stock Units vest 25% on the anniversary of February 8th, 2024.

Remarks:

	/s/ Joshua Foukas, Attorney-in-Fact	02/10/2026
	** 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.