Foukas Joshua 4

What Happened
Joshua Foukas, Chief Legal Officer of USANA Health Sciences (USNA), converted restricted stock units (RSUs) into 8,279 shares of USNA common stock across Feb 6–8, 2026. To satisfy tax withholding, 3,818 of those shares were delivered (disposed) at an effective withholding price of $21.34 per share, totaling $81,476. The RSU conversions are reported as derivative exercises (code M) with a $0.00 exercise price (typical for RSU settlements); the share disposals for tax withholding are reported under code F.

Key Details

• Transaction dates and amounts:
  • Feb 6, 2026: converted 3,111 RSUs; 1,483 shares withheld at $21.34 = $31,647
  • Feb 7, 2026: converted 1,571 RSUs; 749 shares withheld at $21.34 = $15,984
  • Feb 8, 2026: converted 3,597 RSUs; 1,586 shares withheld at $21.34 = $33,845
• Total converted: 8,279 shares. Total withheld for taxes: 3,818 shares (~$81,476).
• Filing: Form 4 filed Feb 10, 2026 for transactions through Feb 8, 2026 — filed within the normal two-business-day window (timely).
• Shares owned after the transactions: not specified in the information provided.
• Footnotes: F1–F4 indicate these were RSUs (one RSU = one share) with scheduled vesting (25% on specified anniversaries of Feb 6, 2023; Feb 7, 2022; Feb 8, 2024).

Context
This was an RSU conversion with shares withheld to cover tax obligations — a routine corporate administration action rather than an open-market sale or a purchase. Transaction codes: M = exercise/conversion of derivative (here, RSU settlement), F = payment of exercise price or tax liability (share withholding). Such withholding does not necessarily indicate the insider's view on the stock.