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EQUITY-BASED COMPENSATION | 12 Months Ended
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Jan. 03, 2026
Share-Based Payment Arrangement [Abstract] |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION The Company's stock-based compensation primarily consists of the following two plans: 2015 Equity Incentive Plan. In 2015, the Company adopted the 2015 USANA Health Sciences, Inc. Equity Incentive Award Plan (the "2015 Plan"). The 2015 Plan allowed for the grant of various equity awards including stock-settled stock appreciation rights, stock options, and restricted stock awards which include restricted stock units, deferred stock units, performance stock units, (collectively "restricted stock awards") and other types of equity-based awards to the Company’s officers, key employees, and non-employee directors. Since the inception of the 2015 Plan, 1,750 shares had been authorized. As of January 3, 2026, 5,170 awards have been granted, of which 2,949 were stock-settled stock appreciation rights, and 2,221 were restricted stock awards. Of the 2,949 granted stock-settled stock appreciation rights, approximately 450 shares have been issued, 16 awards are outstanding and the remaining have been returned to the plan. As of January 3, 2026, a total of 1,394 options and grants had been forfeited and a dded back to the number of shares available for issuance under the 2015 Plan. 2025 Equity Incentive Plan. In 2025, the USANA Health Sciences, Inc. 2025 Equity Incentive Plan (the "2025 Plan") was adopted due to the expiration of the Company's 2015 Plan, which allows the Company to continue to provide various equity awards including stock-settled stock appreciation rights, stock options, and restricted stock awards which include restricted stock units, deferred stock units, performance stock units, (collectively "restricted stock awards") to the Company's officers, key employees, non-employee directors, and to consultants in connection with the Company's long-term incentive compensation philosophy and does not affect existing equity awards granted under the 2015 Plan. Since the inception of the 2025 Plan, 2,500 shares have been authorized. As of January 3, 2026, 35 awards have been granted of restricted stock awards. As of January 3, 2026, there were no forfeitures under the 2025 Plan. Total equity-based compensation expense w as $14,009, $14,779, and $14,965 for fiscal years 2025, 2024, and 2023, of which, $181, $221, and $370, was related to liability-classified awards, respectively. The related tax benefit for these periods w as $2,806, $2,692, and $2,507, respectively. The following table shows the remaining unrecognized compensation expense on a pre-tax basis for all types of unvested equity awards that are outstanding and expected to vest, as of January 3, 2026. This table does not include an estimate for future grants that may be issued.
2026 | $ | 11,032 |
2027 | 7,248 |
2028 | 4,033 |
2029 | 585 |
| $ | 22,898 |
The remaining unrecognized compensation expense above is expected to be recognized over a weighted-average period of 1.8 years. Stock-Settled Stock Appreciation Rights The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock-settled stock appreciation rights. The weighted-average fair value of stock-settled stock appreciation rights granted in 2025, 2024, and 2023 were $8.80, $14.60, and $19.92, respectively. Stock-settled stock appreciation rights granted to officers and key employees upon hire or promotion to such a position, or annually for existing participants, generally vest 25% each year on the anniversary of the grant date and expire 4.5 years from the date of grant. The following table includes the weighted-average assumptions the Company used to calculate the fair value of stock-settled stock appreciation rights that were granted during the periods indicated:
| Year Ended
| 2025 |  | 2024 |  | 2023
Expected volatility (1) | 33.65 | % |  | 31.28 | % |  | 39.89 | %
Risk-free interest rate (2) | 4.38 | % |  | 4.05 | % |  | 3.78 | %
Expected life (3) | 3.5 yrs |  | 3.5 yrs |  | 3.5 yrs.
Expected dividend yield (4) | 0.00 | % |  | 0.00 | % |  | 0.00 | %
Weighted-average exercise price (5) | $ | 28.64 |  |  | $ | 50.85 |  |  | $ | 58.79 |
______________________________ (1)The Company utilizes historical volatility of the trading price of its common stock. (2)Risk-free interest rate is based on the U.S. Treasury yield curve with respect to the expected life of the award. (3)Depending upon the terms of the award, one of two methods will be used to calculate expected life: (i) a weighted-average that includes historical settlement data of the Company’s equity awards and a hypothetical holding period, or (ii) the simplified method. (4)The Company historically has not paid and currently has no plan to pay dividends. (5)Exercise price is the closing price of the Company's common stock on the date of grant. A summary of the Company’s stock-settled stock appreciation right activity is as follows:
| Shares |  | Weighted-average exercise price |  | Weighted-average remaining contractual term |  | Aggregate intrinsic value(1)
Outstanding at December 28, 2024 | 24 |  |  | $ | 66.61 |  |  | 2.1 |  | $ | — |
Granted | 3 |  |  | 28.64 |  |  |  |  |
Exercised | — |  |  | — |  |  |  |  |
Forfeited | (2) |  |  | 58.79 |  |  |  |  |
Expired | (9) |  |  | 80.71 |  |  |  |  |
Outstanding at January 3, 2026 | 16 |  |  | $ | 52.15 |  |  | 2.0 |  | $ | — |
Exercisable at January 3, 2026 | 6 |  |  | $ | 58.16 |  |  | 1.5 |  | $ | — |
______________________________ (1)Aggregate intrinsic value is defined as the difference between the current market value at the reporting date (the closing price of the Company’s common stock on the last trading day of the period) and the exercise price of awards that were in-the-money. The closing price of the Company’s common stock at January 3, 2026 and December 28, 2024 was $19.44 and $35.69, respectively. The total intrinsic value of stock-settled stock appreciation rights exercised was $0, $0, and $0, for the years ended 2025, 2024, and 2023, respectively. The total fair value of stock-settled stock appreciation rights that vested was $184, $656, and $1,009, for the years ended 2025, 2024, and 2023, respectively. During the years ended 2025, 2024, and 2023, there were no exercises of stock-settled stock appreciation rights. There was no reduction to additional paid-in capital for the years e nded 2025, 2024, an d 2023. Restricted Stock Awards Restricted stock awards include stock-settled and cash-settled restricted stock units, performance stock units granted to the Company’s officers and key employees, and deferred stock units granted to non-employee directors. Restricted stock units are granted to officers and key employees upon hire or promotion to such a position, or annually for existing participants, and generally vest 25% each year on the anniversary of the grant date. Awards of deferred stock units granted to non-employee directors generally vest 25% each quarter, commencing on the first vest date anniversary following the final vesting of the previous award. Upon vesting, holders of stock-settled restricted stock units and deferred stock units are entitled to receive shares of the Company’s common stock on a one-for-one basis. Holders of cash-settled restricted stock units are entitled to receive cash payments equivalent to the number of units held, valued at the closing market price on the vest date. The fair value of restricted stock units is determined based on the Company’s closing stock price on the date of grant. Cash-settled restricted stock units are accounted for as liability-classified awards and fair value is remeasured to the current fair value, which is the Company's closing stock price, at each reporting date until the award is settled at vesting. Restricted stock units are full-value shares at the date of grant, vesting over the periods of service, and do not have expiration dates. Performance stock units are granted to officers and key employees. The ultimate number of shares to be earned depends on the achievement of certain market and performance conditions, and continued service through the applicable vesting date, and do not have expiration dates. A summary of the Company’s stock-settled restricted stock unit activity is as follows:
| Shares |  | Weighted-average grant date fair value
Outstanding at December 28, 2024 | 592 |  |  | $ | 59.87 |
Granted | 559 |  |  | 28.75 |
Vested | (221) |  |  | 62.81 |
Forfeited | (55) |  |  | 49.12 |
Outstanding at January 3, 2026 | 875 |  |  | $ | 39.83 |
During the year ended 2025, certain employees elected to receive a net amount of shares upon the release of restricted stock units in order to satisfy the Company’s tax withholding obligation. This resulted in a reduction to additional paid-in capi tal of $2,347, $3,223, and $3,092 for the years ended 2025, 2024, and 2023, respectively, reflected as a financing activity in the Company’s consolidated statements of cash flows. The total fair value of restricted stock units that vested was $6,703, $9,309, and $9,293, for the years ended 2025, 2024, and 2023, respectively. A summary of the Company’s cash-settled restricted stock unit activity is as follows:
| Shares |  | Weighted-average grant date fair value
Nonvested at December 28, 2024 | 21 |  |  | $ | 59.58 |
Granted | 29 |  |  | 28.64 |
Vested | (7) |  |  | 64.09 |
Forfeited | (13) |  |  | 41.43 |
Nonvested at January 3, 2026 | 30 |  |  | $ | 36.95 |
The weighted-average fair value of liability-classified awards outstanding was $37, $60, and $69 for the years ended 2025, 2024, and 2023, respectively. The number of deferred stock units vested and unreleased to taled 8, for the years ended 2025, 2024, and 2023, respectively. There were no deferred stock units that vested in 2025, 2024, and 2023. During 2025 and 2024, the Company granted no performance stock units to officers and key employees. The performance stock units are subject to a cliff vesting at the end of a three-year period. The number of units that vest will vary between 0% - 200% based on the achievement of market and performance conditions, over the three-year service period. The fair value of the performance stock units is determined using a Monte-Carlo simulation model. A Monte-Carlo simulation model uses stock price volatility and other assumptions to estimate the probability of satisfying the market conditions and the resulting fair value of the award. The weighted-average grant date fair value of performance stock units granted in 2023 was $40.05. There were no performance stock units granted in 2025 or 2024. In 2025, 2024, and 2023, there was unrecognized compensation expense of $2,779, $2,025, and $913, respectively, related to unvested performance stock units that are not probable of achieving the performance condition. The following table includes the weighted-average assumptions the Company used to calculate the fair value of performance stock units that were granted during the periods indicated:
|  | Year Ended
|  | 2025 |  | 2024 |  | 2023
Expected volatility (1) |  | N/A |  | N/A |  | 37.84 | %
Risk-free interest rate (2) |  | N/A |  | N/A |  | 4.09 | %
Expected dividend yield (3) |  | N/A |  | N/A |  | — | %
______________________________ (1)The Company utilizes historical volatility of the trading price of its common stock. (2)Risk-free interest rate is based on the U.S. Treasury yield curve with respect to the expected life of the award. (3)The Company historically has not paid and currently has no plan to pay dividends. The market condition is met if the Company achieves the target closing stock price on December 31, 2025, of $59.84. If the market condition is met, the number of earned performance stock units, as a percentage of the target number of performance stock units, is calculated based on the compound annual growth rate ("CAGR") of the Company's active Customers from fiscal year-end 2022 to fiscal year-end 2025. The payout as a percent of target shares is determined based on the active Customer growth rate achieved by the Company as of fiscal year-end 2025, as illustrated in the table below. If the active Customer CAGR growth rate does not meet the performance condition according to the table below, the corresponding payout will be zero. As of December 31, 2025, the market and performance conditions as defined in the table below were not met, therefore the awards were cancelled in February 2026.
Market condition |  | Performance condition |  |
Target share price |  | active Customer CAGR |  | Fiscal year-end 2025 active Customers(1) |  | Payout as % of target number of shares
$59.84 |  | 6% |  | 584,000 |  | 100%
$59.84 |  | 9% |  | 635,000 |  | 150%
$59.84 |  | 12% |  | 688,000 |  | 200%
______________________________ (1) Based on the active Customer count of 490,000 at December 31, 2022. For purposes of this performance condition, "active Customer" is defined as active Customer in the Company’s core nutritional operating segment (discussed further in Note M – Segment Information below), excluding customers from mergers and acquisitions.

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