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USANA Health Sciences (NYSE: USNA) director nets RSU shares with 408 withheld

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

On July 23, 2026, USANA Health Sciences director Timothy E. Wood exercised 1,632 Restricted Stock Units, receiving the same number of common shares. In a related step, 408 shares were withheld to pay the exercise price or tax liability at $20.92 per share. After this conversion, he holds 4,895 Restricted Stock Units, which vest 25% on July 23, 2026, October 22, 2026, January 21, 2027, and April 22, 2027.

Positive

  • None.

Negative

  • None.
Insider WOOD TIMOTHY E
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F2 1,632 $0.00 $0.00
Exercise Common Stock F1 1,632 -- --
Exercise Price or Tax Liability Common Stock 408 $20.92 $9K
Holdings After Transaction: Restricted Stock Units — 4,895 shares (Direct); Common Stock — 11,837 shares (Direct)
Footnotes (2)
  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 July 23, 2026, October 22, 2026, January 21, 2027, and April 22, 2027.
RSUs converted to common stock 1,632 shares Restricted Stock Units exercised into common stock on July 23, 2026
Shares withheld for exercise price or tax 408 shares Common stock withheld at $20.92 per share in connection with RSU exercise
Withholding price per share $20.92 per share Price used for withholding 408 common shares on July 23, 2026
RSUs remaining after transaction 4,895 units Restricted Stock Units held following the July 23, 2026 conversion
RSU vesting percentage per tranche 25% Each of four vesting dates releases 25% of the related RSU award
Restricted Stock Units financial
"Each Restricted Stock Unit represents a contingent right to receive one share of common stock"
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.
Exercise or conversion of derivative security financial
"Transaction code M is described as Exercise or conversion of derivative security"
tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"

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

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FAQ

What insider transaction did Timothy E. Wood report for USANA (USNA)?

Timothy E. Wood reported exercising 1,632 Restricted Stock Units into an equal number of USANA common shares. In connection with this, 408 shares were withheld at $20.92 per share to cover the exercise price or related tax liability.

How many USANA (USNA) Restricted Stock Units did Timothy E. Wood convert?

He converted 1,632 Restricted Stock Units into 1,632 shares of USANA common stock. Each unit represents a contingent right to receive one share of common stock, so the number of units and resulting shares is identical in this transaction.

How many USANA (USNA) shares were withheld and at what price?

A total of 408 shares of USANA common stock were withheld at $20.92 per share. This disposition was reported as payment of the exercise price or tax liability by delivering or withholding securities in connection with the RSU conversion.

How many Restricted Stock Units does Timothy E. Wood hold in USANA (USNA) after this event?

Following the reported RSU exercise, Timothy E. Wood holds 4,895 Restricted Stock Units. These remaining units continue to vest over time according to a fixed schedule, providing future potential deliveries of USANA common stock as each tranche vests.

What is the vesting schedule for Timothy E. Wood’s USANA (USNA) Restricted Stock Units?

The Restricted Stock Units vest 25% on each of four dates: July 23, 2026, October 22, 2026, January 21, 2027, and April 22, 2027. Each vesting date covers a quarter of the total RSU award tied to this schedule.

Is Timothy E. Wood’s USANA (USNA) transaction classified as a buy or sell?

The activity reflects mixed directions: he acquired 1,632 common shares through the RSU exercise and disposed of both the corresponding derivative units and 408 shares that were withheld to satisfy the exercise price or related tax obligations.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/23/2026M1,632A(1)12,245D
Common Stock07/23/2026F408D$20.9211,837D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)07/23/2026M1,632 (2) (2)Common Stock1,632$04,895D
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 23, 2026, October 22, 2026, January 21, 2027, and April 22, 2027.
Remarks:
/s/ Joshua Foukas, Attorney-in-Fact07/27/2026
** Signature of Reporting PersonDate
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)