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USANA Health Sciences (NYSE: USNA) details RSU exercise and share withholding

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Form Type
4

Rhea-AI Filing Summary

USANA Health Sciences director Xia Ding reported equity compensation activity on July 23, 2026. Ding exercised 1,632 restricted stock units, receiving the same number of common shares. Also on that date, 604 shares at $20.92 per share were withheld to satisfy the exercise price or tax liability, and 4,895 restricted stock units are reported as directly held afterward.

Positive

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Negative

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Insider Ding Xia
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 604 $20.92 $13K
Holdings After Transaction: Restricted Stock Units — 4,895 shares (Direct); Common Stock — 8,278 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.
Restricted stock units converted 1,632 units RSUs exercised into common stock on July 23, 2026
Common shares withheld 604 shares Common shares withheld to satisfy exercise price or tax liability
Withholding price $20.92 per share Per-share value for 604 withheld common shares
Restricted stock units held 4,895 units Direct RSU holdings reported following the derivative transaction
RSU vesting tranches 25% per date RSUs vest 25% on 07/23/2026, 10/22/2026, 01/21/2027, and 04/22/2027
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of USNA 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.
derivative security financial
"Transaction code M is described as an exercise or conversion of derivative security."
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
exercise price or tax liability financial
"Code F covers payment of exercise price or tax liability by delivering or withholding securities."

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FAQ

What transactions did USNA director Xia Ding report on July 23, 2026?

Director Xia Ding reported exercising 1,632 restricted stock units into common stock and a separate withholding of 604 common shares at $20.92 per share to satisfy the exercise price or tax liability on the same date.

How many USNA restricted stock units did Xia Ding convert into common stock?

Xia Ding exercised 1,632 restricted stock units, with each unit representing the right to receive one share of USANA common stock. This derivative transaction converted the RSUs into an equal number of directly held common shares on July 23, 2026.

How many USNA shares were withheld for taxes or exercise obligations and at what price?

A total of 604 common shares of USANA were withheld at $20.92 per share. The transaction is coded as payment of the exercise price or tax liability by delivering or withholding securities, rather than an open-market sale.

What USNA equity holdings does Xia Ding report after the RSU transaction?

Following the reported derivative transaction, Xia Ding reports holding 4,895 restricted stock units directly. These RSUs are separate from the common shares received upon exercise and reflect the remaining reported restricted stock unit position after the activity.

What is the vesting schedule for Xia Ding’s 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 vested unit entitles the holder to receive one share of USANA common stock upon settlement.

Were Xia Ding’s USNA transactions reported under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan. There is no footnote indicating that these transactions were executed pursuant to a pre-arranged Rule 10b5-1 trading plan, so they are reported as discretionary transactions.
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*
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)
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)8,882D
Common Stock07/23/2026F604D$20.928,278D
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)