Noot Walter 4

What Happened
Noot Walter, COO of USANA Health Sciences (USNA), had 7,422 restricted stock units (RSUs) convert to common shares on 2026-02-27. Of those shares, 3,144 were withheld to satisfy tax withholding (code F) at $21.52/share for $67,659; the remaining 4,278 shares were delivered to Walter. This was a vesting/settlement of RSUs (derivative conversion — code M), not an open-market purchase or sale.

Key Details

• Transaction date: February 27, 2026 (Form 4 filed March 3, 2026 — within the two-business-day reporting window).
• Gross RSUs converted: 7,422 shares.
• Shares withheld for taxes: 3,144 shares @ $21.52 = $67,659 (disposition code F).
• Net shares received: 4,278 shares (net value ≈ $92,063 using $21.52/share).
• Footnotes: F1 — each RSU = right to one share; F2 — RSUs vest 25% on the anniversary of Feb 27, 2025.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of tax liability via share withholding.
• This is a routine compensation vesting and tax withholding event — not an open-market sale or purchase.

Context
RSU vesting is common executive compensation; the withholding of shares to cover taxes is a standard administrative step (net settlement). Because no open-market sale occurred, this filing doesn't directly indicate the insider buying or selling stock for speculation. The filing was submitted within the normal reporting window.