Guest Kevin 4

What Happened

• Kevin Guest, CEO and Executive Chairman of USANA Health Sciences (USNA), had vested restricted stock units (RSUs) converted into common shares on Feb 6–8, 2026. He acquired a total of 23,087 shares from conversions (12,061 on Feb 6; 6,601 on Feb 7; 4,425 on Feb 8). To satisfy tax withholding, 10,016 shares were surrendered (5,345; 2,796; 1,875 respectively) and sold at $21.34 per share for total proceeds of $213,742. The filings also show the derivative instruments (RSUs) were disposed/converted (reported at $0 for the derivative component).

Key Details

• Transaction types: M = exercise/conversion of RSUs; F = shares withheld to pay tax liability.
• Dates: Feb 6, 2026 (12,061 RSUs converted; 5,345 shares withheld), Feb 7, 2026 (6,601 converted; 2,796 withheld), Feb 8, 2026 (4,425 converted; 1,875 withheld).
• Withholding price and proceeds: $21.34 per share; total withheld-sale proceeds = $213,742.
• Total RSUs converted: 23,087. Total shares withheld for taxes: 10,016. Net shares delivered to Guest: 13,071.
• Shares owned after transaction: Not specified in the provided filing data.
• Footnotes: F1: each RSU = right to 1 share. F2–F4: vesting schedule notes (25% vesting on anniversaries of Feb 6, 2023; Feb 7, 2022; Feb 8, 2024) related to the awards converted.
• Filing: Form 4 filed Feb 10, 2026 for transactions Feb 6–8; filing appears timely (within required reporting window).

Context

• These entries reflect RSU vesting and conversion into common stock, with a routine share-withholding to cover tax obligations (not an open-market sell or purchase). The derivative-line items reported at $0 reflect conversion/disposition of the RSU awards rather than a market sale of previously held shares. Such withholding transactions are common following vesting and do not, by themselves, imply a change in the insider’s market view.