SCHEDULE: USANA Founder Dr. Wentz Maintains 40.1% Stake

Dr. Myron W. Wentz and Gull Global Limited affirm their 40.1% beneficial ownership in USANA Health Sciences, Inc., primarily for investment purposes, while reserving rights for future strategic actions.

Summary

• Dr. Myron W. Wentz and Gull Global Limited (Reporting Persons) filed Amendment No. 11 to their Schedule 13D for USANA Health Sciences, Inc.
• The Reporting Persons beneficially own 7,408,345 shares, representing approximately 40.1% of USANA's outstanding common stock.
• This ownership percentage is based on 18,456,935 shares outstanding as of March 13, 2026, as reported by USANA in its Annual Report on Form 10-K.
• The filing details historical transactions, including a terminated tender offer in 2008, significant share sales by Gull Holdings and Gull Global, and Dr. Wentz's exercise of equity compensation.
• Gull Holdings sold 1,263,285 shares for approximately $53.47 million between 2008 and 2013.
• Gull Global sold 4,083,419 shares for approximately $367.18 million between 2014 and 2024.
• Dr. Wentz exercised SSARs with an aggregate market value of $25.29 million, receiving 233,342 shares, and options with an aggregate market value of $28.88 million, resulting in $12.53 million net cash proceeds.
• The Reporting Persons have also made charitable donations of 1,313,171 shares between 2009 and 2025.
• The Reporting Persons intend to hold their shares for investment purposes but may sell shares for liquidity and continue charitable donations.
• They also reserve the right to explore or propose actions related to the Issuer's management, corporate structure, or other strategic matters.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly-positive update. While the founder's significant stake is a positive, the ongoing intent to sell shares for liquidity introduces a degree of potential selling pressure, balancing the overall sentiment.

Positives

• Significant insider ownership (40.1%) by the company's founder, Dr. Myron W. Wentz, which can signal confidence in the company's long-term prospects.
• The stated intention to hold shares for investment purposes suggests a long-term view.

Negatives

• Historical sales of a substantial number of shares by Gull Holdings and Gull Global (over 5.3 million shares combined) for liquidity purposes.
• The explicit statement that Reporting Persons "will continue to sell, some of their Shares through sales in the open market" for liquidity purposes could indicate ongoing selling pressure.

Risks

• Potential for continued share sales by the Reporting Persons for liquidity purposes, which could exert downward pressure on the stock price.
• The Reporting Persons reserve the right to formulate plans or proposals relating to significant corporate actions (e.g., acquisitions, dispositions, changes in management, corporate structure, dividends), which could introduce uncertainty or lead to strategic shifts.

Future Outlook

The Reporting Persons intend to continue holding their shares for investment purposes but will also continue to sell shares for liquidity and make charitable donations. They explicitly reserve the right to explore or propose various strategic actions concerning the Issuer, including changes in management, corporate structure, or other significant transactions.

Management Comments

• "The Reporting Persons have held (and, until Gull Holdings ceased to be a reporting person for purposes of this Schedule 13D, Gull Holdings held), and the Reporting Persons intend to continue to hold, their Shares for investment purposes."
• "However, the Reporting Persons have sold and will continue to sell, some of their Shares through sales in the open market, in privately negotiated transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable, for liquidity purposes."
• "The Reporting Persons also expect to continue to make charitable donations of Common Stock."
• "In addition, the Reporting Persons may formulate plans or proposals for, hold discussions with the Issuer's management, the Issuer's Board of Directors, the Issuer's stockholders and other parties about, and reserve the right to explore, or make plans or proposals relating to, transactions, discussions or actions which relate to or would result in any of the matters specified in clauses (a) through (j) of Item 4 of Schedule 13D."

Industry Context

StockSavvy.ai notes that significant insider ownership, especially by a founder, can be a double-edged sword. While it often signals alignment with long-term company success, the stated intent to continue selling shares for liquidity, even if planned, could be perceived as a lack of full conviction or a need for personal capital, potentially creating overhang in the market for USANA Health Sciences, which operates in the health and wellness direct selling industry.

Comparison to Industry Standards

• This filing primarily concerns beneficial ownership disclosure rather than operational or financial performance, making direct comparisons to industry-specific operational benchmarks difficult.
• Dr. Wentz's 40.1% stake in USANA is substantial for a company that has been public for many years, indicating a high degree of concentrated ownership compared to many S&P 500 companies where institutional ownership dominates and individual insider stakes are typically below 10-20%.

Related Party Transactions

• Dr. Wentz and entities he controlled (Gull Holdings) announced a tender offer in 2008 to acquire outstanding shares of the Issuer not owned by them.
• The Issuer granted Dr. Wentz equity incentive compensation in the form of stock-settled stock appreciation rights (SSARs) for 500,000 shares in 2008.
• Dr. Wentz exercised options for 280,000 shares, granted as equity compensation in 2005, in cashless exercise transactions in 2014.

Stakeholder Impact

• Shareholders: The significant insider ownership by the founder could be seen as a stabilizing factor, but the stated intent for ongoing sales for liquidity might create selling pressure. The reservation of rights to propose strategic changes could introduce uncertainty or potential for future corporate actions.
• Management/Board: The Reporting Persons' reservation of rights to propose changes in management or the Board of Directors indicates potential for future influence or activism.

Next Steps

• Reporting Persons intend to continue holding shares for investment purposes.
• Reporting Persons will continue to sell shares for liquidity purposes, potentially through Rule 10b5-1 trading plans.
• Reporting Persons expect to continue making charitable donations of common stock.
• Reporting Persons reserve the right to explore or propose various strategic actions related to the Issuer, including changes in management, corporate structure, or other significant transactions.

Key Dates

Recommendation

The filing primarily updates beneficial ownership and historical transactions by the founder. While the founder's substantial 40.1% stake is a positive indicator of long-term interest, the explicit mention of continued share sales for liquidity could create an overhang. The reservation of rights to propose strategic changes introduces potential future volatility but no immediate actionable catalyst for a strong buy or sell. Therefore, a "hold" recommendation is appropriate, advising investors to monitor future sales activity and any potential strategic proposals.

Keywords

USANA Health Sciences, USNA, Schedule 13D, beneficial ownership, insider ownership, Dr. Myron W. Wentz, Gull Global Limited, investment vehicle, equity compensation, share sales, corporate governance, shareholder activism