USANA Insider Timothy Wood Adds to Stake via RSU Conversion

Rhea-AI Filing Summary

USANA Health Sciences (USNA) – Form 4 filed 07/28/2025. Director Timothy E. Wood reported transactions dated 07/24/2025 involving restricted stock units (RSUs) and common shares.

• RSU exercise (Code M): 1,058 RSUs converted into an equal number of common shares at a stated price of $0.
• Disposition for tax withholding (Code F): 265 shares sold at $32.09 per share.

After the transactions Wood now directly owns 8,235 common shares. He also retains 3,172 unvested RSUs that convert 25 % on 07/24/2025, 10/23/2025, 01/22/2026, and 04/23/2026.

The filing reflects a net increase of 793 shares in Wood’s direct equity position and provides updated ownership data but does not contain company-level financial results or forward-looking statements.

Positive

• Director acquired 1,058 shares via RSU conversion, increasing direct common stock holdings to 8,235 shares.

Negative

• 265 shares were automatically sold at $32.09 to cover tax obligations, partially offsetting the acquisition.

Insights

Securities Analyst

TL;DR: Routine insider exercise; modest net share addition, minimal market impact.

The conversion of 1,058 RSUs and sale of 265 shares is a standard tax-related transaction. Wood’s net gain of 793 shares marginally lifts insider ownership but is immaterial to USANA’s float. No purchase with personal cash occurred, limiting any signalling value. Overall, the filing updates ownership records without altering the investment thesis.

Corporate Governance Expert

TL;DR: Filing complies with Section 16; staggered vesting schedule disclosed.

The Form 4 provides clear disclosure of RSU vesting over four quarterly tranches through April 2026. Timely reporting and attorney-in-fact signature demonstrate adherence to governance protocols. Transactions appear administrative, supporting transparency but carrying no strategic ramifications for shareholders.

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
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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^*

WOOD TIMOTHY E

(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)	8,500	D
Common Stock	07/24/2025		F		265	D	$32.09	8,235	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 insider activity was reported for USNA on 07/28/2025?

Director Timothy E. Wood exercised 1,058 RSUs and sold 265 shares for taxes, netting +793 shares.

How many USANA shares does Timothy E. Wood now own?

After the reported transactions, he directly owns 8,235 common shares.

What price were the shares sold at for tax withholding?

265 shares were sold at $32.09 per share (Code F transaction).

How many unvested RSUs does the director still hold?

Wood retains 3,172 restricted stock units scheduled to vest through April 2026.

Does the Form 4 indicate any broader financial impact on USANA?

No. The filing only records personal insider transactions and does not contain company-level financial data.