USANA director exercises RSUs, withholds shares for tax

USANA Health Sciences director Xia Ding reported routine equity compensation activity involving restricted stock units.

Rhea-AI Filing Summary

USANA Health Sciences director Xia Ding reported routine equity compensation activity involving restricted stock units. On April 23, 2026, 1,057 restricted stock units converted into common stock, reflecting a derivative exercise tied to prior awards. To cover tax obligations, 391 shares of common stock were withheld and disposed of at $19.24 per share as a tax-withholding transaction, not an open-market sale. Following these transactions, Xia Ding directly held 7,250 shares of USANA common stock.

Insider Trade Summary

1,057 shares exercised/converted

Exercise 3 txns

Insider Ding Xia

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,057	$0.00	$0.00
Exercise	Common Stock	1,057	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	391	$19.24	$8K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 7,250 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 24, 2025, October 23, 2025, January 22, 2026, and April 23, 2026.

Key Figures

Tax-withholding shares: 391 shares Tax-withholding price: $19.24 per share RSUs converted: 1,057 units +3 more

6 metrics

Tax-withholding shares 391 shares Common Stock disposed at $19.24 per share, code F

Tax-withholding price $19.24 per share Price for 391 Common Stock shares delivered for taxes

RSUs converted 1,057 units Restricted Stock Units exercised/converted into Common Stock

Shares held after transactions 7,641 shares Total Common Stock directly owned following April 23, 2026 events

Tax-withholding disposition count 1 transaction Code F, 391 shares to satisfy tax liability

Derivative exercise count 1 transaction Code M, 1,057 Restricted Stock Units exercised/converted

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units financial

"Restricted Stock Units vest 25% on July 24, 2025, October 23, 2025..."

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""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

FAQ

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

What did USANA (USNA) director Xia Ding report in this Form 4?

Xia Ding reported the vesting and conversion of 1,057 restricted stock units into common stock, along with a tax-withholding disposition of 391 shares. These actions are part of routine equity compensation rather than open-market buying or selling.

How many USANA shares does Xia Ding hold after the reported transactions?

After the reported equity compensation events, Xia Ding directly holds 7,641 shares of USANA common stock. This figure reflects the updated ownership position following the restricted stock unit conversion and the related tax-withholding share disposition.

Was there an open-market sale or purchase of USANA (USNA) shares by Xia Ding?

No open-market sale or purchase occurred. The Form 4 shows a tax-withholding disposition of 391 shares coded "F", used to satisfy tax obligations from equity awards, and a derivative exercise converting restricted stock units into common stock.

What restricted stock unit activity did USANA director Xia Ding disclose?

Xia Ding disclosed that 1,057 restricted stock units were exercised or converted into USANA common stock on April 23, 2026. Footnotes explain each unit represents a contingent right to one share of common stock under the company’s equity compensation program.

How were the tax obligations handled in Xia Ding’s USANA equity transaction?

Tax obligations were handled through a tax-withholding disposition coded "F", where 391 shares of USANA common stock were delivered at $19.24 per share. This method satisfies tax liability without an open-market sale initiated by the director.

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

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Accepted by SEC EDGAR 04/27/2026 - 12:33 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^*

Ding Xia

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/23/2026		M		1,057	A	(1)	7,641	D
Common Stock	04/23/2026		F		391	D	$19.24	7,250	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)	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)