Foukas Joshua 4

What Happened

• Joshua Foukas, Chief Legal Officer of USANA Health Sciences (USNA), received a grant of 36,662 restricted stock units (RSUs) on Feb 19, 2026 (reported as a derivative award at $0). The next day, Feb 20, 2026, he sold 4,461 shares in an open-market transaction at $21.34 per share for total proceeds of $95,220.

Key Details

• Transaction dates and prices:
  • Feb 19, 2026 — Awarded 36,662 RSUs (derivative award; reported value $0).
  • Feb 20, 2026 — Sold 4,461 shares at $21.34 each; proceeds $95,220.
• RSU terms (footnotes): each restricted stock unit represents a contingent right to one share; RSUs vest 25% on each Feb 19 thereafter (implying a four-year annual vesting schedule).
• Shares owned after the transactions: not specified in the filing.
• Filing: Form 4 filed Feb 23, 2026 — appears to be timely (filed within required SEC reporting window).
• No 10b5-1 trading plan or tax-withholding sale notation was disclosed in the filing.

Context

• The award is a derivative grant (RSUs) that convert to shares according to the stated vesting schedule; the RSUs themselves were reported as an acquisition event. The open-market sale the day after the grant was a disposal of existing shares; filings do not state a plan or reason for the sale. Such paired grant-and-sell activity can reflect routine compensation/portfolio management rather than a clear signal about company prospects.