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USANA (USNA) COO Walter Noot converts RSUs and withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

USANA Health Sciences chief operating officer Walter Noot reported routine equity compensation activity over three days in early February 2026. He exercised restricted stock units (RSUs) into common shares and had a portion of those shares withheld to cover tax obligations at a price of $21.34 per share.

On February 6, 7, and 8, 2026, RSU conversions delivered 3,375, 1,705, and 4,058 common shares, respectively, while 1,609, 813, and 1,738 shares were withheld for taxes. After these transactions, Noot directly held 4,978 shares of common stock and 41,179 RSUs.

Positive

  • None.

Negative

  • None.
Insider Noot Walter
Role CHIEF OPERATING OFFICER
Type Security Shares Price Value
Exercise Restricted Stock Units 4,058 $0.00 --
Exercise Common Stock 4,058 $0.00 --
Tax Withholding Common Stock 1,738 $21.34 $37K
Exercise Restricted Stock Units 1,705 $0.00 --
Exercise Common Stock 1,705 $0.00 --
Tax Withholding Common Stock 813 $21.34 $17K
Exercise Restricted Stock Units 3,375 $0.00 --
Exercise Common Stock 3,375 $0.00 --
Tax Withholding Common Stock 1,609 $21.34 $34K
Holdings After Transaction: Restricted Stock Units — 41,179 shares (Direct); Common Stock — 6,716 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of USNA common stock. Restricted Stock Units vest 25% on the anniversary of February 6th, 2023. Restricted Stock Units vest 25% on the anniversary of February 7th, 2022. Restricted Stock Units vest 25% on the anniversary of February 8th, 2024.
Form 4 Insider Transactions: What Each Field Means →
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*
Noot Walter
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF OPERATING OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026
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 02/06/2026 M 3,375 A (1) 3,375 D
Common Stock 02/06/2026 F 1,609 D $21.34 1,766 D
Common Stock 02/07/2026 M 1,705 A (1) 3,471 D
Common Stock 02/07/2026 F 813 D $21.34 2,658 D
Common Stock 02/08/2026 M 4,058 A (1) 6,716 D
Common Stock 02/08/2026 F 1,738 D $21.34 4,978 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) 02/06/2026 M 3,375 (2) (2) Common Stock 3,375 $0 46,942 D
Restricted Stock Units (1) 02/07/2026 M 1,705 (3) (3) Common Stock 1,705 $0 45,237 D
Restricted Stock Units (1) 02/08/2026 M 4,058 (4) (4) Common Stock 4,058 $0 41,179 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 6th, 2023.
3. Restricted Stock Units vest 25% on the anniversary of February 7th, 2022.
4. Restricted Stock Units vest 25% on the anniversary of February 8th, 2024.
Remarks:
/s/ Joshua Foukas, Attorney-in-Fact 02/10/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did USANA (USNA) COO Walter Noot report?

Walter Noot reported routine equity compensation activity involving restricted stock units converting into USANA common shares. Across February 6–8, 2026, RSU exercises delivered multiple share lots, with part of each lot withheld to satisfy tax obligations, reflecting standard compensation and tax handling for senior executives.

How many USANA (USNA) shares did Walter Noot receive from RSU exercises?

Walter Noot received 3,375, 1,705, and 4,058 USANA common shares from RSU exercises on February 6, 7, and 8, 2026. These transactions represent previously granted restricted stock units vesting and being settled into shares as part of his ongoing long-term incentive compensation package.

At what price were USANA (USNA) shares withheld for Walter Noot’s taxes?

Shares were withheld to cover Walter Noot’s tax obligations at a price of $21.34 per USANA share. On each vesting date, a portion of the newly delivered shares was surrendered at this price to satisfy required withholding, a common mechanism for equity-based compensation.

How many USANA (USNA) shares were withheld for Walter Noot’s taxes?

USANA withheld 1,609, 813, and 1,738 shares from Walter Noot on February 6, 7, and 8, 2026. These share withholdings correspond to RSU vestings, where part of the delivered shares is retained by the company to meet Noot’s associated tax liabilities.

What is Walter Noot’s USANA (USNA) stock and RSU position after these transactions?

Following the reported transactions, Walter Noot directly owned 4,978 USANA common shares and 41,179 restricted stock units. Each RSU represents a contingent right to receive one common share upon future vesting, subject to the specific vesting schedules disclosed in the Form 4 footnotes.

How do Walter Noot’s USANA (USNA) RSUs vest over time?

The disclosed RSU grants vest in 25% annual installments on anniversaries of February 6, 2023, February 7, 2022, and February 8, 2024. Each restricted stock unit converts into one share of USANA common stock as vesting occurs, delivering stock-based compensation over multiple years.