USANA HEALTH SCIENCES INC
For the period ended Dec 28, 2024. Filed Mar 12, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 12, 2025
USNA$13.10-5.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)The following documents are filed as part of this report:
- Financial Statements
| Report of Independent Registered Public Accounting Firm | F-1 |
|---|---|
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Comprehensive Income | F-4 |
| Consolidated Statements of Stockholders’ Equity | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Notes to the Consolidated Financial Statements | F-8 |
- Financial Statement Schedules.
For the years ended December 28, 2024, December 30, 2023, and December 31, 2022
Schedule II – Valuation and Qualifying Accounts
- Exhibits.
The exhibits identified below are filed or incorporated by reference as part of this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). We have identified below each management contract and compensation plan filed as an exhibit to this Annual Report in response to Item 15(a)(3) of Form 10-K.
| ExhibitNumber | Description |
|---|
| 2.1 | Agreement and Plan of Merger dated December 23, 2024 by and among USANA Health Sciences, Inc., Karate Merger Sub, LLC, Hiya Health Products, LLC, and Shareholder Representative Services LLC (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 23, 2024, Exhibit 2.1, File No. 001-35024).^ |
| 3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K, filed April 25, 2006, Exhibit 3.1, File No. 0-21116). |
| 3.2 | Second Amended and Restated Bylaws (incorporated by reference to the Company’s Current Report on Form 8-K, filed March 15, 2019, Exhibit 3.1, File No. 001-35024). |
| 4.1 | Specimen Stock Certificate for Common Stock (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 29, 2018, filed February 26, 2019, Exhibit 4.1, File No. 001-35024). |
| 4.2 | Description of Securities |
| 10.1 | Amended and Restated Limited Liability Company Agreement of Hiya Health Products, LLC dated December 23, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 23, 2024, Exhibit 10.1, File No. 001-35024).^ |
| 10.2 | Form of Indemnification Agreement between the Company and its directors (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 24, 2006, Exhibit 10.1, File No. 0-21116).* |
| 10.3 | Form of Indemnification Agreement between the Company and certain of its officers (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 24, 2006, Exhibit 10.2, File No. 0-21116).* |
| 10.4 | Form of Executive Confidentiality, Non-Disclosure and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for the period ended October 1, 2011, filed November 9, 2011, Exhibit 10.18, File No. 001-35024).* |
| 10.5 | USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 31, 2015, Exhibit 10.1, File No. 001-35024).* |
| 10.6 | Form of Stock-Settled Stock Appreciation Rights Award Agreement for employees under the USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed July 31, 2015, Exhibit 10.2, File No. 001-35024).* |
| 10.7 | Form of Stock-Settled Stock Appreciation Rights Award Agreement for non-employee directors under the USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 31, 2015, Exhibit 10.3, File No. 001-35024).* |
| 10.8 | Form of Restricted Stock Unit Award Agreement for employees under the USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 31, 2015, Exhibit 10.4, File No. 001-35024).* |
| 10.9 | Form of Restricted Stock Unit Award Agreement for non-employee directors under the USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 31, 2015, Exhibit 10.5, File No. 001-35024).* |
| 10.10 | Form of Deferred Stock Unit Award Agreement for grants of deferred stock units to non-employee directors under the USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to the Company’s Current Report on Form 8-K, filed July 31, 2015, Exhibit 10.6, File No. 001-35024).* |
| 10.11 | Second Amended and Restated Credit Agreement dated as of August 25, 2020 (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 27, 2020, Exhibit 10.1, File No. 001-35024). |
| 10.12 | First Amendment to the Second Amended and Restated Credit Agreement dated as of April 21, 2021 (incorporated by reference to the Company's Quarterly report on Form 10-Q for the period ended April 3, 2021, Filed May 11, 2021, Exhibit 10.18, File No. 001-35024) |
| 10.13 | USANA Health Sciences, Inc. Deferred Compensation Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended October 2, 2021, filed November 10, 2021, Exhibit 10.19, File No. 001-35024).* |
| 10.14 | USANA Health Sciences, Inc. Deferred Compensation Plan Adoption Agreement (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended October 2, 2021, filed November 10, 2021, Exhibit 10.20, File No. 001-35024).* |
| 10.15 | Amendment No. 1 to USANA Health Sciences, Inc. 2015 Equity Incentive Award Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended April 2, 2022, filed May 11, 2022, Exhibit 10.21, File No. 001-35024).* |
| 10.16 | Second Amendment to Second Amended and Restated Credit Agreement, dated as of August 10, 2022 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended October 1, 2022, filed November 8, 2022, Exhibit 10.22, File No. 001-35024) |
| 10.17 | Third Amendment to Second Amended and Restated Credit Agreement, dated as of August 28, 2024 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the period ended September 28, 2024, filed November 5, 2024, Exhibit 10.1, File No. 001-35024). |
| 14.1 | Code of Ethics of USANA Health Sciences, Inc. (incorporated by reference to the Company's Annual Report on Form 10-K for the period ended January 2, 2021, filed March 2, 2021, Exhibit 14, File No. 001-35024).* |
| 19.1 | USANA Insider Trading Policy (filed herewith). |
| 21.1 | Subsidiaries of the Registrant (filed herewith). |
| 23.1 | Consent of Independent Registered Public Accounting Firm (KPMG LLP) (filed herewith). |
| 31.1 | Certification of Principal Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 31.2 | Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32.1 | Certification of Principal Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (filed herewith). |
| 32.2 | Certification of Principal Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (filed herewith). |
| 97.1 | USANA Health Sciences, Inc. Clawback Policy (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 30, 2023, filed February 27, 2024, Exhibit 97.1, File No. 001-35024). |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Denotes a management contract or compensatory plan or arrangement.
^ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of and omitted schedule and/or exhibit will be furnished to the SEC upon request.
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