USANA Health Sciences Form 4 Shows Routine RSU Vesting by Director

Rhea-AI Filing Summary

USANA Health Sciences (USNA) Form 4 – Director Ding Xia reported routine equity transactions dated 24 Jul 2025.

• Exercise of RSUs (Code M): 1,058 restricted stock units converted 1:1 into common shares, increasing direct holdings.
• Tax‐withholding sale (Code F): 265 shares were surrendered at $32.09 to satisfy withholding obligations.
• Post-transaction ownership: 5,337 common shares held directly and 3,172 unvested RSUs remain outstanding. RSUs vest 25 % on four quarterly dates between 24 Jul 2025 and 23 Apr 2026.

No purchase or sale of shares for investment purposes occurred; the net change (+793 shares) stems from normal equity compensation. No other directors or officers are listed, and there is no indication of material information affecting USNA’s operations or outlook.

Insights

Equity Compensation Analyst

TL;DR: Standard RSU vesting; neutral cash flow impact.

The filing details a straightforward RSU conversion for Director Ding Xia. Code M shows equity issuance; Code F reflects share forfeiture to cover taxes, a non-cash event for USANA. The director’s net stake rose to 5,337 shares, a de-minimis amount (<0.03 % of shares outstanding), providing no directional signal on insider sentiment. The remaining 3,172 RSUs will amortize over the next three quarters, resulting in slight dilution (<0.02 %). Overall impact on shareholders is negligible.

Corporate Governance Specialist

TL;DR: Routine Section 16 filing; governance posture unaffected.

This Form 4 complies with Section 16(a) reporting and presents no red flags. The attorney-in-fact signature and timely filing indicate strong governance practices. Because transactions were automatic (Rule 16b-3), they are generally excluded from short-swing profit considerations. Investors should view the disclosure as procedural rather than indicative of strategic intent or performance expectations.

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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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^*

Ding Xia

(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)	5,602	D
Common Stock	07/24/2025		F		265	D	$32.09	5,337	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

How many USNA shares did Director Ding Xia acquire on 24 July 2025?

She acquired 1,058 shares through RSU conversion.

How many shares were sold or withheld for taxes by USNA’s director?

A total of 265 shares were surrendered at $32.09 for tax withholding.

What is Ding Xia’s total direct ownership in USNA after the transaction?

Post-transaction direct holdings equal 5,337 common shares.

When will the remaining RSUs for USNA’s director vest?

The residual 3,172 RSUs vest 25 % each on 24 Jul 2025, 23 Oct 2025, 22 Jan 2026, and 23 Apr 2026.

Is the Form 4 transaction material to USANA Health Sciences shareholders?

No. The net share change is immaterial and stems from routine equity compensation.