Noot Walter 4

What Happened Noot Walter, Chief Operating Officer of USANA Health Sciences (USNA), exercised restricted stock units (RSUs) across Feb 6–8, 2026. He converted a total of 9,138 RSUs into common shares (3,375 on 2/6; 1,705 on 2/7; 4,058 on 2/8). To satisfy tax withholding, 4,160 shares were withheld/disposed (1,609 on 2/6; 813 on 2/7; 1,738 on 2/8) at $21.34 per share, totaling approximately $88,774. The exercise/conversion entries are reported as derivative settlements (code M) and the withholding as tax withholding (code F).

Key Details

• Transaction dates: Feb 6, 2026 (3,375 RSUs exercised; 1,609 shares withheld), Feb 7, 2026 (1,705 RSUs exercised; 813 withheld), Feb 8, 2026 (4,058 RSUs exercised; 1,738 withheld).
• Price for withheld shares: $21.34 per share; total withholding value ≈ $88,774.
• Total RSUs converted/settled: 9,138 shares. Total shares withheld for taxes: 4,160 shares.
• Shares owned after transaction: Not reported on this Form 4.
• Footnotes: F1—Each RSU = right to one share; F2–F4—these RSUs vest in 25% increments on anniversaries of Feb 6, 2023; Feb 7, 2022; and Feb 8, 2024 respectively.
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = shares withheld to satisfy tax withholding.

Context

• This was an RSU settlement with share withholding for taxes (a routine practice), not an open-market sale or separate cash sale by the insider. The withholding reduces net shares received rather than indicating an outright “sale” for investment reasons.
• For retail investors: exercises/settlements and tax-withholding are common executive compensation events and are primarily administrative. They do not necessarily signal the insider’s view on the company’s stock.