USANA (USNA) Insider Fleming Adds 1,058 Shares via RSU Vesting

Rhea-AI Filing Summary

USANA Health Sciences (USNA) Form 4: Director John Turman Fleming reported the automatic conversion of 1,058 Restricted Stock Units (RSUs) into an equal number of common shares on 24 Jul 2025 (transaction code M – derivative conversion). No cash price was paid at conversion.

Post-transaction holdings:

• Common stock held directly: 5,258 shares (up from 4,200).
• Unvested RSUs remaining: 3,172 units.

The RSU award vests in four equal tranches of 25% each on 24 Jul 2025, 23 Oct 2025, 22 Jan 2026 and 23 Apr 2026. Fleming’s filing reflects the first vesting event. There was no open-market buying or selling; the transaction simply moves shares from derivative to common ownership, marginally increasing the director’s freely tradable stake.

Given the modest size relative to USNA’s ~19 million outstanding shares, the event is immaterial to corporate finances. It does, however, signal continued equity alignment between the director and shareholders.

Positive

• Director increased direct share ownership by 1,058 shares, modestly aligning interests with shareholders.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU vesting—small, neutral impact.

The filing records the scheduled vesting of 1,058 RSUs by director Fleming. Such conversions (code M) are pre-arranged and do not represent discretionary insider buying. Post-event, the director’s direct ownership rises to 5,258 shares, which is still <0.03 % of shares outstanding, so influence on float or insider-sentiment screens is negligible. No shares were sold, avoiding potential negative optics. Overall governance signal: neutral to mildly positive because equity incentives remain in place.

Securities Analyst

TL;DR: Non-cash, immaterial—no valuation effect.

From a market perspective, the RSU conversion neither injects cash nor dilutes shareholders, as the shares were already counted in fully diluted share count. The 1,058 shares equal roughly $58k at a $55 share price—insignificant against USNA’s $1 bn market cap. Trading volume impact is nil. Investors can treat this as housekeeping rather than a signal of upcoming corporate developments.

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).

1. Name and Address of Reporting Person^*

Fleming John Turman

(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)

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)	5,258	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.
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 did USNA director John Fleming report in the 24 Jul 2025 Form 4?

He converted 1,058 RSUs into common stock, raising his direct holding to 5,258 shares.

Was the transaction an open-market purchase or sale?

No. It was a code M derivative conversion, part of scheduled RSU vesting.

How many USANA RSUs does Fleming still hold after the transaction?

He retains 3,172 unvested RSUs that will vest through April 2026.

Does the Form 4 filing affect USNA’s share count or earnings?

No. The shares were already included in diluted share count; no cash or earnings impact occurs.

Is this insider activity considered bullish for USNA stock?

Because it is an automatic vesting, the signal is neutral; no discretionary buying took place.