USANA CSO exercises RSUs, withholds shares for tax

USANA Health Sciences chief scientific officer Kathryn Michelle Armstrong reported equity award activity involving restricted stock units and common stock.

Accepted by SEC EDGAR 03/03/2026 - 11:58 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

USANA Health Sciences chief scientific officer Kathryn Michelle Armstrong reported equity award activity involving restricted stock units and common stock. She exercised or converted 4,190 restricted stock units into the same number of common shares at a stated price of $0.00 per share.

On the same date, 2,015 common shares were disposed of at $21.52 per share to satisfy tax obligations through share withholding, rather than an open‑market sale. After these transactions, she directly owned 2,823 shares of USANA common stock, and 40,592 restricted stock units remained following the derivative transaction.

Insider Trade Summary

4,190 shares exercised/converted

Exercise 3 txns

Insider Armstrong Kathryn Michelle

Role CHIEF SCIENTIFIC OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,190	$0.00	$0.00
Exercise	Common Stock	4,190	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,015	$21.52	$43K

Holdings After Transaction: Restricted Stock Units — 40,592 contracts (Direct); Common Stock — 2,823 shares (Direct)

Holdings Before and After: Restricted Stock Units, 44,782 to 40,592 contracts (Direct); Common Stock, 648 to 2,823 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 the Anniversary of February 27th, 2025.

FAQ

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What did USANA (USNA) executive Kathryn Armstrong report in this Form 4?

Kathryn Armstrong reported exercising 4,190 restricted stock units into common stock and a related tax-withholding share disposition. These transactions reflect routine equity compensation activity rather than open-market buying or selling of USANA shares.

How many USANA (USNA) shares did Kathryn Armstrong acquire through RSUs?

She acquired 4,190 USANA common shares by exercising or converting 4,190 restricted stock units at a stated price of $0.00 per share. Each restricted stock unit represents a contingent right to receive one share of USANA common stock under the company’s equity plan.

How many USANA (USNA) shares were withheld for taxes in this Form 4?

A total of 2,015 USANA common shares were disposed of at $21.52 per share to pay tax obligations. This was a tax-withholding disposition, where shares are surrendered to cover taxes instead of the insider selling shares on the open market.

How many USANA (USNA) shares does Kathryn Armstrong own after these transactions?

After the reported transactions, Kathryn Armstrong directly owned 2,823 USANA common shares. In addition, 40,592 restricted stock units remained following the derivative transaction, representing future contingent rights to receive an equivalent number of common shares if vesting conditions are met.

What do the restricted stock unit terms mean for USANA (USNA) in this filing?

Each restricted stock unit equals one potential USANA common share, vesting over time. The filing notes that certain restricted stock units vest 25% on the anniversary of February 27, 2025, linking Armstrong’s potential future share ownership to continued service and the company’s equity compensation structure.

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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^*

Armstrong Kathryn Michelle

(Last) (First) (Middle)

3838 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 SCIENTIFIC OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		4,190	A	(1)	4,838	D
Common Stock	02/27/2026		F		2,015	D	$21.52	2,823	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)	02/27/2026		M			4,190	(2)	(2)	Common Stock	4,190	$0	40,592	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 27th, 2025.

Remarks:

	/s/ Joshua Foukas, Attorney-in-Fact	03/03/2026
	** 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.
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