Form 8-K

8-K — USANA HEALTH SCIENCES INC

Accession: 0000896264-26-000050

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0000896264

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — usna-20260804.htm (Primary)

EX-99.1 (q22026earningsreleaseex991.htm)

EX-99.2 (q22026managementcommentary.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: usna-20260804.htm · Sequence: 1

usna-20260804

FALSE000089626400008962642026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

August 4, 2026

USANA HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Utah

(State or other jurisdiction of incorporation)

001-35024 87-0500306

(Commission File No.) (IRS Employer

Identification No.)

3838 West Parkway Boulevard

Salt Lake City, Utah 84120

(Address of principal executive offices, Zip Code)

Registrant's telephone number, including area code: (801) 954-7100

Check the appropriate box below if the Form 8-K ﬁling is intended to simultaneously satisfy the ﬁling obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value per share USNA New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2026, USANA Health Sciences, Inc. (the “Company” or “USANA”) issued a press release announcing its financial results for the second quarter ended July 4, 2026. The release also announced that the Company will post a document titled “Management Commentary” on the Company’s website and that executives of the Company will hold a conference call with investors, to be broadcast over the World Wide Web and by telephone and provided access information, date and time for the conference call. The Company noted that the call will consist of brief remarks by the Company’s management team, before moving directly into questions and answers. A copy of the press release, and the Management Commentary, are furnished herewith as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. These documents will be posted on the Company’s corporate website, www.usana.com.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.

Item 7.01 Regulation FD Disclosure

The information disclosed above under Item 2.02, as well as the exhibits attached under Item 9.01 below are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1

Press release issued by USANA Health Sciences, Inc. dated August 4, 2026 (furnished herewith).

99.2

Management Commentary provided by USANA Health Sciences, Inc. dated August 4, 2026 (furnished herewith).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

USANA HEALTH SCIENCES, INC.

By: /s/ G. Douglas Hekking

G. Douglas Hekking, Chief Financial Officer

Date: August 4, 2026

EX-99.1

Filename: q22026earningsreleaseex991.htm · Sequence: 2

Document

USANA Health Sciences Reports Second Quarter 2026 Results

Company Continues Evolution to a Diversified, Omnichannel Health and Wellness Business

SALT LAKE CITY, August 4, 2026 (BUSINESS WIRE)—USANA Health Sciences, Inc. (NYSE: USNA) today announced financial results for its fiscal second quarter ended July 4, 2026.

Key Financial Results

Second Quarter 2026 vs. Second Quarter 2025

•Net sales of $223 million versus $236 million.

•Net loss of $(21.4) million, which includes an estimated preliminary non-cash impairment charge(3) of $29.1 million, versus net earnings of $9.7 million.

•Diluted EPS of $(1.16) as compared with $0.52.

•Adjusted diluted EPS(1) of $(0.07) as compared with $0.74.

•Adjusted EBITDA(2) of $27.8 million versus $30.5 million.

•Core Nutritional Active Customers of 384,000 versus 418,000.

•Hiya Active Monthly Subscribers of 166,000 versus 200,400.

•Company updates fiscal 2026 guidance.

Q2 2026 Consolidated Performance

Q2 2026 Year-Over-Year Sequentially

Net Sales

$223 million

-5% (+$6 million or +3% FX impact)

-11%

Net Loss*

$(21.4) million

N/A

Diluted EPS

$(1.16)

N/A

Adjusted Diluted EPS(1)

$(0.07)

N/A N/A

Adjusted EBITDA(2)

$27.8 million

-9%

-2%

*Income tax expense of $9 million added to a pretax loss of $(19) million for Q2 2026.

Net Loss, EPS and EBITDA figures represent amounts attributable to USANA and excludes the noncontrolling interest of 21.2% in Hiya.

“Our consolidated second quarter results reflect mixed performance as the Core Nutritional business delivered results generally in line with our expectations, while our ventures businesses performed below expectations," said Kevin Guest, Chairman and Chief Executive Officer. “Specifically, Hiya continued to experience a challenging digital marketing environment, which pressured topline performance, subscriber growth, and margins. Additionally, Rise Wellness experienced a packaging-related disruption that impacted its commercial execution during the quarter. While we believe that these challenges for Hiya and Rise are temporary, and both companies remain well positioned to execute their growth strategies, we now expect net sales for these businesses during the full year to be below our prior expectations and are updating our outlook accordingly.

“We remain confident in USANA's strategic transformation from a single-channel direct sales business into a diversified, omnichannel health and wellness company built on consumer acquisition and loyalty. We are continuing to evolve our Brand Partner incentive plan, accelerate product innovation, and modernize our technology infrastructure. We remain confident that these initiatives will lead to long-term sustainable growth.

“Hiya’s talented management team continues to embrace the opportunity to leverage their brand across additional channels to reach a broader consumer base, while continuing to build on strong performance at a major national retailer, early-stage international expansion, and encouraging momentum in additional e-commerce channels. Rise Wellness’ high growth protein beverage brand, Protein Pop, is just a year old, and continues to attract new retailers, expand its presence with existing retailers and create the foundation for an exciting and expanded product pipeline. We recognize this progress will not always be linear quarter to quarter, and as we manage the business with that expectation in mind, our focus remains on building long-term loyalty from the consumers and Brand Partners who depend on our brands."

Q2 2026 Segment Results

Core Nutritional

Q2 2026 Year-Over-Year Sequentially

Net Sales

$192 million

-4%

-6%

Active Customers

384,000

-8%

-5%

Asia Pacific Region

Q2 2026 Year-Over-Year Year-Over-Year (Constant Currency) Sequentially

Net Sales

$157 million

-4%

-7%

Active Customers

307,000

-9%

N/A

-6%

Asia Pacific Sub-Regions

Q2 2026 Year-Over-Year Year-Over-Year (Constant Currency) Sequentially

Greater China Net Sales

$114 million

+1%

-3%

-7%

Active

216,000

-6%

N/A

-8%

Customers

North Asia Net Sales

$14 million

-20%

-14%

-10%

Active

32,000

-14%

N/A Flat

Customers

Southeast Asia Pacific Net Sales

$29 million

-13%

-15%

-6%

Active

59,000

-13%

N/A Flat

Customers

Americas and Europe Region

Q2 2026 Year-Over-Year Year-Over-Year (Constant Currency) Sequentially

Net Sales

$34 million

-5%

-7%

-2%

Active Customers

77,000

-6%

N/A

-1%

Hiya Health

Q2 2026 Year-Over-Year Sequentially

Net Sales

$28 million

-17%

-12%

Active Monthly Subscribers

166,000

-17%

-11%

Rise Wellness

Q2 2026 Year-Over-Year Sequentially

Net Sales

$3 million

+40%

-75%

Balance Sheet

The Company ended the quarter with $169 million in cash and cash equivalents and zero debt. As of July 4, 2026, inventory totaled $95 million, a decrease of approximately $13 million, or 12% compared to balances at year-end 2025.

The Company did not repurchase any shares during the quarter and has approximately $34 million remaining under the current share repurchase authorization as of the end of the second quarter.

Fiscal Year 2026 Outlook

The Company is updating its outlook for fiscal year 2026, as follows:

Fiscal Year 2026 Outlook

Updated Estimate Previous Range

Core Nutritional business net sales

$750 million* $720 to $765 million

Hiya net sales $125 million $140 to $155 million

Rise Wellness net sales $35 million $65 to $80 million

Consolidated net sales $910 million $925 million to $1.0 billion

Net (loss) earnings $(11) million

$20 million to $27 million

Diluted EPS $(0.61)

$1.11 to $1.45

Adjusted diluted EPS(1)

$0.76

$1.95 to $2.29

Adjusted EBITDA(2)

$87 million

$101 million to $109 million

*Reflects an expected favorable currency exchange rate impact of approximately $20 million, or 2% of net sales and one less week of operations compared to fiscal year 2025 which was a 53-week year.

“Our GAAP net loss and negative Adjusted diluted EPS this quarter reflect lower-than-expected commercial performance from Hiya and Rise, and we’ve updated our full-year outlook accordingly,” said Doug Hekking, Chief Financial Officer. “Related to Hiya, we recorded an estimated preliminary non-cash goodwill impairment charge of $29 million. This non-cash charge primarily reflects recent performance and changes in near-term forecasts, as well as updated valuation assumptions under applicable accounting standards, including adjustments to market multiples and discount rates. Hiya continues to be a core element of our strategy and we remain confident and committed to leveraging the brand across channels and international markets to drive long-term growth. Additionally, an increase in the annual estimated income tax rate, which was driven by both current performance and lower near-term forecasts, disproportionately impacted the current-year quarter and contributed to the net loss.

"Our balance sheet continues to be a source of strength, as we ended the period with $169 million in cash and debt-free. We also generated $20 million in free cash flow this quarter, driven in large part by improved working capital management. Financial flexibility remains important and is central to how we're investing in USANA's continued evolution from a single-channel direct sales business into a diversified, omnichannel health and wellness company."

_________________________

(1) Adjusted Diluted (Loss) Earnings Per Share is a non-GAAP financial measure. The Company excludes cost realignment expenses, impairment expense, gain on sale of assets, and acquisition-related costs, such as business transaction costs, integration expense and amortization expense from acquisition-related intangible assets in calculating Adjusted Diluted (Loss) Earnings Per Share. Please refer to “Non-GAAP Financial Measures” and “Reconciliation of Diluted (Loss) Earnings Per Share (GAAP) to Adjusted Diluted (Loss) Earnings Per Share (Non-GAAP)” in this press release for an explanation and reconciliation of this non-GAAP financial measure.

(2) Adjusted EBITDA is a non-GAAP financial measure. Please refer to “Non-GAAP Financial Measures” and “Reconciliation of Net (Loss) Earnings (GAAP) to Adjusted EBITDA (Non-GAAP)” in this press release for an explanation and reconciliation of this non-GAAP financial measure.

(3) Estimated preliminary non-cash impairment charge was recognized, during the second quarter of 2026, to reduce goodwill, which impacted the Hiya reporting unit.

Non-GAAP Financial Measures

This press release contains the non-GAAP financial measures Adjusted EBITDA and Adjusted Diluted EPS. Adjusted EBITDA is a non-GAAP financial measure of (loss) earnings before interest, taxes, depreciation, and amortization that also excludes certain adjustments as indicated below in the reconciliation from net (loss) earnings. Adjusted Diluted EPS is a non-GAAP financial measure of diluted (loss) earnings per share that excludes certain adjustments as indicated below in the reconciliation from diluted EPS.

Adjusted EBITDA (non-GAAP) is net (loss) earnings (its most directly comparable GAAP financial measure) adjusted for interest expense, net, (benefit from) provision for income taxes, depreciation and amortization, non-cash share-based compensation, transaction-related expenses and integration costs for the Hiya acquisition, cost realignment expenses, impairment expense, and gain on sale of assets. Adjusted EBITDA attributable to USANA (non-GAAP) is Adjusted EBITDA (non-GAAP) further adjusted to exclude the Adjusted EBITDA attributable to non-controlling interest related to Hiya.

Adjusted diluted (loss) earnings per share (non-GAAP) is diluted (loss) earnings per share (its most directly comparable GAAP financial measure) adjusted for amortization of intangible assets, transaction-related expenses and integration costs related to the Hiya acquisition, cost realignment expenses, impairment expense, and gain on sale of assets.

Management believes that Adjusted EBITDA (non-GAAP), Adjusted EBITDA attributable to USANA (non-GAAP), and Adjusted diluted (loss) earnings per share (non-GAAP), along with GAAP measures used by management, most appropriately reflect how the Company measures the business internally.

The Company prepares its financial statements using U.S. generally accepted accounting principles (“GAAP”) and investors should not directly compare with or infer relationship from any of the Company’s operating results presented in accordance with GAAP to Adjusted EBITDA and Adjusted diluted (loss) earnings per share. Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of non-GAAP financial information as a tool for comparison. As a result, the non-GAAP financial information is presented for supplemental informational purposes only and should not be considered in isolation from, or as a substitute for financial information presented in accordance with GAAP.

Reconciliation of Net (Loss) Earnings (GAAP) to Adjusted EBITDA (non-GAAP)

(in thousands)

Quarter ended

July 4, 2026 June 28, 2025

Net (loss) earnings attributable to USANA (GAAP) $ (21,382) $ 9,655

Net (loss) earnings attributable to noncontrolling interest

(6,569) 789

Net (loss) earnings $ (27,951) $ 10,444

Adjustments:

Income taxes $ 9,051 $ 8,373

Interest (income) expense (595) (360)

Depreciation and amortization 4,714 5,148

Amortization of intangible assets - Hiya 4,456 4,456

(Loss) earnings before interest, taxes, depreciation, and amortization (EBITDA) $ (10,325) $ 28,061

Add EBITDA adjustments:

Non-cash share-based compensation 3,404 3,622

Estimated preliminary impairment 29,137 —

Transaction, integration and transition costs - Hiya 2 115

Inventory step-up - Hiya — 544

Adjusted EBITDA 22,218 32,342

Adjusted EBITDA attributable to noncontrolling interest 5,629 (1,847)

Adjusted EBITDA attributable to USANA $ 27,847 $ 30,495

Reconciliation of Diluted (Loss) Earnings Per Share (GAAP) to Adjusted Diluted (Loss) Earnings Per Share (non-GAAP)

(in thousands, except per share data)

Quarter ended

July 04, 2026 June 28, 2025

Net (loss) earnings attributable to USANA (GAAP) $ (21,382) $ 9,655

Earnings (loss) per common share - Diluted $ (1.16) $ 0.52

Weighted Average common shares outstanding - Diluted 18,486 18,536

Adjustment to net (loss) earnings:

Transaction, integration and transition costs - Hiya $ 2 $ 115

Inventory step-up - Hiya — 544

Estimated preliminary impairment 29,137 —

Amortization of intangible assets - Hiya 4,456 4,456

Adjustments to net (loss) earnings attributable to noncontrolling interest (7,106) (1,057)

Income tax effect of adjustments to net (loss) earnings (6,346) —

Adjusted net (loss) earnings attributable to USANA $ (1,239) $ 13,713

Adjusted (loss) earnings per common share - Diluted $ (0.07) $ 0.74

Weighted average common shares outstanding - Diluted 18,486 18,536

Management Commentary Document and Conference Call

For further information on USANA’s operating results, please see the Management Commentary document, which has been posted on the Company’s website (http://ir.usana.com) under the Investor Relations section. USANA’s management team will hold a conference call and webcast to discuss today’s announcement with investors on Wednesday, August 5, 2026 at 11:00 AM Eastern Time. Investors may listen to the call by accessing USANA’s website at http://ir.usana.com. The call will consist of brief opening remarks by the Company’s management team, followed by a question- and-answer session.

Safe Harbor

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These forward-looking statements are based on current plans, expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Words such as “expect,” “enhance,” “drive,” “anticipate,” “intend,” “improve,” “promote,” “should,” “believe,” “continue,” “plan,” “goal,” “opportunity,” “estimate,” “predict,” “may,” “will,” “could,” and “would,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding commercial performance and growth for Hiya and Rise Wellness in 2026 and continued growth in the future; statements about the Company’s long-term growth; and the statements under the sub-heading “Fiscal Year 2026 Outlook.” Our actual results could differ materially from those projected in these forward-looking statements, which involve a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including: risks relating to global economic conditions generally, including continued inflationary pressure around the world and negative impact on our operating costs, consumer demand and consumer behavior in general; reliance upon our network of independent Brand Partners; risk that our Brand Partner compensation plan, or changes that we make to the compensation plan, will not produce desired results, benefit our business or, in some cases, could harm our business; risk

associated with our launch of new products or reformulated existing products; risks related to Hiya’s ability to adapt to changes in the digital marketing environment to continue to generate customer acquisition, including changes in social media advertising algorithms; risks related to Hiya’s ability to perform in an expanding distribution channel and new international markets; risks related to Rise Wellness’ ability to execute its commercial plan and its dependence on product orders from certain key retailers – specifically, if future orders from those retailers do not meet our forecasts or such retailers discontinue purchasing and selling Rise Wellness products; risks related to governmental regulation of our products, manufacturing and direct selling business model in the United States, China and other key markets; potential negative effects of deteriorating foreign and/or trade relations between or among the United States, China and other key markets, including potential adverse impact from tariffs, trade policies or other international disputes by and among the United States, China, or other markets that are important to the Company; potential negative effects from geopolitical relations and conflicts around the world, including the Russia-Ukraine conflict and the conflict between the United States and Iran; compliance with data privacy and security laws and regulations in our markets around the world; potential negative effects of material breaches of our information technology systems to the extent we experience a material breach; material failures of our information technology systems; adverse publicity risks globally; risks associated with our operations in India and future international expansion and operations; uncertainty relating to the fluctuation in U.S. and other international currencies; the potential for a resurgence of COVID-19, or another pandemic, in any of our markets in the future and any related impact on consumer health, domestic and world economies, including any negative impact on discretionary spending, consumer demand, and consumer behavior in general; risk that Hiya and Rise Wellness disrupt the Company’s overall strategic plans and operations; the diversion of the attention of the management teams of USANA, Hiya, and Rise Wellness from ongoing business operations; the ability to retain key personnel of USANA, Hiya and Rise Wellness; the ability to realize the benefits of the Hiya acquisition, including efficiencies and cost synergies; the ability to successfully integrate Hiya’s business with USANA’s business, at all or in a timely manner; and the amount of the costs, fees, expenses and charges

related to the acquisition. The contents of this release should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in our most recent filings with the Securities and Exchange Commission. The forward-looking statements in this press release set forth our beliefs as of the date hereof. We do not undertake any obligation to update any forward-looking statement after the date hereof or to conform such statements to actual results or changes in the Company’s expectations, except as required by law.

About USANA

USANA develops and manufactures high-quality nutritional supplements, functional foods and personal care products that are sold directly to Brand Partners and Preferred Customers across 25 global markets. More information on USANA can be found at www.usana.com. USANA also owns a 78.8% controlling ownership stake in Hiya Health Products, a children's health and wellness company and a 100% interest in Rise Wellness. Hiya and Rise Wellness offer a variety of clean-label health products. More information on Hiya can be found at www.hiyahealth.com. More information on Rise Wellness can be found on www.risebar.com and www.proteinpop.com.

Investor contact: Andrew Masuda

Investor Relations

(801) 954-7201

investor.relations@usanainc.com

Media contact: Sarah Searle

(801) 954-7626

media@usanainc.com

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

Three months ended

July 4,

2026 June 28,

2025

Net sales $ 223,273 $ 235,848

Cost of sales 48,339 50,184

Gross profit 174,934 185,664

Operating expenses:

Brand Partner incentives 83,475 87,040

Selling, general and administrative 82,318 81,906

Estimated preliminary impairment

29,137 —

Total operating expenses 194,930 168,946

(Loss) earnings from operations (19,996) 16,718

Other income (expense):

Interest income 595 619

Interest expense — (259)

Other, net 501 1,739

Other income (expense), net 1,096 2,099

(Loss) earnings before income taxes (18,900) 18,817

Income taxes 9,051 8,373

Net (loss) earnings (27,951) 10,444

Net (loss) earnings attributable to redeemable noncontrolling interest (6,569) 789

Net (loss) earnings attributable to USANA $ (21,382) $ 9,655

(Loss) earnings per common share attributable to USANA

Basic $ (1.16) $ 0.52

Diluted $ (1.16) $ 0.52

Weighted average common shares outstanding

Basic 18,486 18,513

Diluted 18,486 18,536

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

As of

July 4,

2026 As of

January 3,

2026

ASSETS

Current assets

Cash and cash equivalents $ 168,560 $ 158,380

Trade accounts receivable (net of allowance of $92 and $137, respectively)

3,337 4,285

Inventories 86,343 102,608

Prepaid expenses and other current assets 22,826 23,132

Total current assets 281,066 288,405

Property and equipment, net 94,269 94,383

Goodwill 109,141 137,962

Intangible assets, net 124,615 133,151

Deferred tax assets 29,539 27,209

Other assets*

64,580 61,805

Total assets $ 703,210 $ 742,915

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY

Current liabilities

Accounts payable $ 15,431 $ 17,263

Line of credit — 14,000

Other current liabilities 90,244 97,302

Total current liabilities 105,675 128,565

Deferred tax liabilities 4,662 4,892

Other long-term liabilities 21,900 23,186

Redeemable noncontrolling interest 44,667 53,168

Total stockholders' equity attributable to USANA 526,306 533,104

Total liabilities, redeemable noncontrolling interest, and stockholders' equity $ 703,210 $ 742,915

*Includes noncurrent inventories of $8,513 and $4,799 as of 04-Jul-26 and 03-Jan-26, respectively. Total inventories were $94,856 and $107,407 as of 04-Jul-26 and 03-Jan-26, respectively.

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

SALES BY REGION

(in thousands)

(unaudited)

Quarter ended

July 4,

2026 June 28,

2025 Change from prior

year Percent change Currency impact on

sales Percent change

excluding currency

impact

Core Nutritional:

Asia Pacific

Greater China $ 114,614 51.3 % $ 113,171 48.0 % $ 1,443 1.3 % $ 5,230 (3.3 %)

Southeast Asia Pacific 28,719 12.9 % 32,887 13.9 % (4,168) (12.7 %) 776 (15.0 %)

North Asia 13,814 6.2 % 17,166 7.3 % (3,352) (19.5 %) (991) (13.8 %)

Asia Pacific total 157,147 70.4 % 163,224 69.2 % (6,077) (3.7 %) 5,015 (6.8 %)

Americas and Europe 34,458 15.4 % 36,264 15.4 % (1,806) (5.0 %) 632 (6.7 %)

Core Nutritional total 191,605 85.8 % 199,488 84.6 % (7,883) (4.0 %) 5,647 (6.8 %)

Hiya 28,261 12.7 % 33,931 14.4 % (5,670) (16.7 %) — (16.7 %)

Rise 3,407 1.5 % 2,429 1.0 % 978 40.3 % — 40.3 %

Consolidated total $ 223,273 100.0 % $ 235,848 100.0 % $ (12,575) (5.3 %) $ 5,647 (7.7 %)

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

CORE NUTRITIONAL ACTIVE BRAND PARTNERS AND ACTIVE PREFERRED CUSTOMERS BY REGION

(unaudited)

Core Nutritional Active Brand Partners by Region(1)

(unaudited)

As of

July 4, 2026 As of

June 28, 2025

Asia Pacific

Greater China 60,000 35.9 % 64,000 37.2 %

Southeast Asia Pacific 44,000 26.3 % 45,000 26.2 %

North Asia 25,000 15.0 % 26,000 15.1 %

Asia Pacific Total 129,000 77.2 % 135,000 78.5 %

Americas and Europe 38,000 22.8 % 37,000 21.5 %

167,000 100.0 % 172,000 100.0 %

Core Nutritional Active Preferred Customers by Region(2)

(unaudited)

As of

July 4, 2026 As of

June 28, 2025

Asia Pacific

Greater China 156,000 71.9 % 167,000 67.9 %

Southeast Asia Pacific 15,000 6.9 % 23,000 9.3 %

North Asia 7,000 3.2 % 11,000 4.5 %

Asia Pacific Total 178,000 82.0 % 201,000 81.7 %

Americas and Europe 39,000 18.0 % 45,000 18.3 %

217,000 100.0 % 246,000 100.0 %

______________________________

(1)Brand Partners are independent distributors of our products who also purchase our products for their personal use. We only count as active those Brand Partners who have purchased from us any time during the most recent three-month period, either for personal use or resale.

(2)Preferred Customers purchase our products strictly for their personal use and are not permitted to resell or to distribute the products. We only count as active those Preferred Customers who have purchased from us any time during the most recent three-month period. China utilizes a Preferred Customer program that has been implemented specifically for that market.

USANA HEALTH SCIENCES, INC. AND SUBSIDIARIES

OPERATING RESULTS AS A PERCENTAGE OF NET SALES

(unaudited)

Quarter ended

July 4, 2026 June 28, 2025

Core Nutritional Hiya Rise Consolidated Core Nutritional Hiya Rise Consolidated

Net sales 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%

Cost of sales 18.9% 32.1% 89.2% 21.7% 18.2% 36.2% 61.8% 21.3%

Gross profit 81.1% 67.9% 10.8% 78.3% 81.8% 63.8% 38.2% 78.7%

Operating expenses:

Brand Partner incentives 43.6% —% — 37.4% 43.6% —% —% 36.9%

Selling, general and administrative 30.8% 74.8% 61.3% 36.9% 31.5% 52.8% 51.1% 34.7%

Estimated preliminary impairment —% 103.1% —% 13.0% —% —% —% —%

Total operating expenses 74.4% 177.9% 61.3% 87.3% 75.1% 52.8% 51.1% 71.6%

(Loss) earnings from operations 6.7% (110.0)% (50.5)% (9.0)% 6.7% 11.0% (12.9)% 7.1%

Amortization of acquired intangible assets —% 15.8% 6.2% 2.1% —% 13.1% 8.6% 2.0%

EX-99.2

Filename: q22026managementcommentary.htm · Sequence: 3

Document

USANA Health Sciences, Inc. August 4, 2026

Q2 2026 Management Commentary

Key Financial Results

Quarter ended

July 4,

2026

June 28,

2025

Year-Over-Year

Sequentially

Net Sales

$223

$236

-5%

-11%

Net (Loss) Earnings

$(21.4)

$9.7

N/A

Diluted EPS

$(1.16)

$0.52

N/A

Adjusted Diluted EPS(1)

$(0.07)

$0.74

N/A

Adjusted EBITDA(2)

$27.8

$30.5

-9%

-2%

Core Nutritional Active Customers

384,000

418,000

-8%

-5%

Hiya Active Monthly Subscribers

166,000

200,400

-17%

-11%

Net Sales, Net (Loss) Earnings and Adjusted EBITDA in millions

Net (Loss) Earnings, EPS and EBITDA figures represent amounts attributable to USANA and excludes the noncontrolling interest of 21.2% in Hiya.

Overview

Our consolidated results for the second quarter reflect mixed performance. Our Core Nutritional business delivered results generally in line with our expectations, while our ventures businesses performed below our expectations. Operationally, we generated $20 million in free cash flow during the quarter, reflecting efforts to improve working capital management.

The Core Nutritional business generated net sales of $192 million in the second quarter, largely in line with our expectations and down modestly on a sequential basis, reflecting lower relative incentive activity during the quarter. Our largest market, mainland China, delivered solid performance as reported net sales grew modestly year-over-year, reflecting the second consecutive quarter of positive growth. During the quarter we launched Glow, USANA's first skin-health supplement, formulated with clinically studied

ingredients designed to support radiant, even-toned skin from within, extending the brand's innovation beyond topical skincare into cellular-level formulations. This new product was a welcome addition to our product offering and was well received by our customers and Brand Partners.

Looking ahead, we will host our Live 2026 Americas Convention on August 12–15 in San Diego, California, bringing together Brand Partners from the United States, Canada, and Mexico for business training, product education, and recognition of top performers. We view this event as an important driver of continued engagement and momentum across our sales force. Additionally, we will continue to evolve our Brand Partner incentive plan, accelerate product innovation, and modernize our technology infrastructure throughout the back half of the year. We remain confident that these initiatives will lead to long-term sustainable growth.

Hiya generated net sales of $28 million in the second quarter of 2026, with Active Monthly Subscribers of 166,000, both declining 17% year-over-year. The decline reflects continued pressure in the direct-to-consumer digital marketing environment, where elevated marketing spend limited new subscriber growth and weighed on margins during the quarter.

Hiya continues to leverage the brand it has built over the last several years to expand into additional channels and markets, diversifying beyond its direct-to-consumer roots into retail and international markets to reach a broader consumer base. Performance at a major national retailer remains strong, and its early-stage expansion into new international markets and e-commerce channels shows encouraging momentum.

The market opportunity for children's health and wellness is significant, and looking ahead, we continue to see a meaningful growth opportunity for Hiya across several fronts. In retail, the team plans to build on its early success at a major national retailer by pursuing expansion into additional retail accounts, including club retail. It is also

scaling its presence on Amazon as well as growing and diversifying its marketing efforts to reach more consumers.

Internationally, Hiya expects to deepen its footprint in Canada and the UK through localized marketing partnerships and continued retail development. Lastly, Hiya is continuing to invest in new product development, extending its reach in both new product categories and consumer demographics. We are taking a more conservative view of Hiya's near-term outlook to reflect current trends in direct-to-consumer customer acquisition, while continuing to support both channel and geographic expansion initiatives that we believe will define the brand's next phase of growth.

Rise Wellness generated $3 million in net sales in the second quarter, down from $14 million in the first quarter and up from $2 million in the prior-year quarter. A packaging-related disruption affected commercial execution during the quarter and contributed to the sequential decline. Although this disruption has been resolved, we now expect softer than originally planned net sales in the second half of the year, which is the primary driver of our revised full-year outlook for Rise. We view this as a change in timing and scale of a specific retail relationship rather than a shift in the underlying demand for Rise's products.

Rise continued to make progress on product development and new retail partnerships during the quarter. Protein Pop, Rise's clean-label protein beverage brand, is barely a year old and has quickly built distribution and shelf presence across major national retail channels. The brand is on track to launch an additional product in the third quarter, further extending its retail relationships and expanding its presence within the category.

Rise heads into the second half of 2026 with new distribution opportunities emerging across a number of grocery and specialty retail partners. Protein Pop's early market position and active product pipeline reinforce our conviction in Rise's broader growth strategy and long-term opportunity.

Q2 2026 Consolidated Performance

Consolidated Results

Year-Over-Year

Sequentially

Net Sales

$223 million

-5% (+$6 million or +3% FX impact)

-11%

Net Loss*

$(21.4) million

N/A

Diluted EPS

$(1.16)

N/A

Adjusted Diluted EPS(1)

$(0.07)

N/A

Adjusted EBITDA(2)

$27.8 million

-9%

-2%

*Income tax expense of $9 million added to a pretax loss of $(19) million for Q2 2026.

Net loss, EPS and EBITDA figures represent amounts attributable to USANA and excludes the noncontrolling interest of 21.2% in Hiya.

Consolidated Balance Sheet

We ended the second quarter with $169 million in cash and cash equivalents and zero debt and had approximately $34 million remaining under the current share repurchase authorization as of July 4, 2026. Inventories decreased 12% to $95 million as of July 4, 2026, compared to balances at year-end 2025.

We believe that our in-house manufacturing capabilities provide us with the opportunity to realize improved margins, better control of inventory levels, and help to mitigate supply chain risks while providing a meaningful contribution to delivering the highest quality nutritional products.

Quarterly Income Statement Discussion

Gross margin decreased 40 basis points from the prior year to 78.3% of net sales. Gross margin in the Core Nutritional business declined 70 basis points from the prior year to 81.1% of segment net sales, reflecting lower production levels, partially offset by changes in currency and market sales mix. Hiya gross margins increased 410 basis points from the prior year to 67.9%, largely reflecting favorable mix and an inventory step-up in the last year's second quarter. Rise gross margins of 10.8% reflected sub-optimal production yields in the current quarter and an unfavorable change in sales mix due to a higher concentration of retail sales that carry a lower gross margin.

Brand Partner Incentives increased 50 basis points from the prior year to 37.4% of net sales on a consolidated basis. The increase in relative Brand Partner incentives can be attributed to the sales mix between our Core Nutritional business and Hiya and Rise Wellness, which do not pay out Brand Partner Incentives. For the Core Nutritional business, Brand Partner Incentives were flat year-over-year at 43.6% of segment net sales.

Selling, General and Administrative expenses increased 210 basis points from the prior year to 36.9% as a percentage of net sales. SG&A expenses for the Core Nutritional business decreased 70 basis points from the prior year to 30.8% of segment net sales. The decrease is primarily attributable to lower employee compensation associated with the cost realignment initiatives that took place in the fourth quarter of 2025. The combined SG&A increase also reflects an approximate 245 basis point unfavorable impact on consolidated results from the inclusion of Hiya, which operates with higher relative SG&A compared to the Core Nutritional business. A notable component of our higher consolidated SG&A is the amortization of intangible assets attributable to our acquisition of Hiya. Additionally, Hiya's second quarter SG&A expense reflects higher advertising and retail promotion costs.

Goodwill impairment.(3) We recorded an estimated preliminary non-cash goodwill impairment charge of $29 million related to the Hiya reporting unit. This non-cash charge primarily reflects the current lower-than-expected performance and changes in near-term forecasts, as well as updated valuation assumptions under applicable accounting standards, including adjustments to market multiples and discount rates. The impairment does not reflect a change in management’s commitment to the business. We are confident in the future of Hiya and its management team while recognizing their strategic importance as part of our long-term growth strategy as they leverage the brand across additional channels and international markets.

Income taxes totaled $9.1 million during the current-year quarter on a pre-tax loss of $19 million. The change in the annual estimated income tax rate, primarily due to

changes in near-term forecasts for our ventures businesses as well as the impairment of Goodwill at Hiya, disproportionately impacted the effective tax rate in the current-year quarter.

Q2 2026 Segment Results

Core Nutritional

Q2 2026

Year-Over-Year

Sequentially

Net Sales

$192 million

-4%

-6%

Active Customers

384,000

-8%

-5%

Asia Pacific Region

Q2 2026

Year-Over-Year

Year-Over-Year (Constant Currency)

Sequentially

Net Sales

$157 million

-4%

-7%

Active Customers

307,000

-9%

N/A

-6%

Asia Pacific Sub-Regions

Q2 2026

Year-Over-Year

Year-Over-Year (Constant Currency)

Sequentially

Greater China

Net Sales

$114 million

+1%

-3%

-7%

Active

216,000

-6%

N/A

-8%

Customers

North Asia

Net Sales

$14 million

-20%

-14%

-10%

Active

32,000

-14%

N/A

Flat

Customers

Southeast Asia Pacific

Net Sales

$29 million

-13%

-15%

-6%

Active

59,000

-13%

N/A

Flat

Customers

Americas and Europe Region

Q2 2026

Year-Over-Year

Year-Over-Year (Constant Currency)

Sequentially

Net Sales

$34 million

-5%

-7%

-2%

Active Customers

77,000

-6%

N/A

-1%

Hiya Health

Q2 2026

Year-Over-Year

Sequentially

Net Sales

$28 million

-17%

-12%

Active Monthly Subscribers

166,000

-17%

-11%

Rise Wellness

Q2 2026

Year-Over-Year

Sequentially

Net Sales

$3 million

+40%

-75%

Fiscal Year 2026 Outlook

The Company is updating its outlook for fiscal year 2026, as follows:

Fiscal Year 2026 Outlook

Updated Estimate

Previous Range

Core Nutritional business net sales

$750 million*

$720 to $765 million

Hiya net sales

$125 million

$140 to $155 million

Rise Wellness net sales

$35 million

$65 to $80 million

Consolidated net sales

$910 million

$925 million to $1.0 billion

Net (loss) earnings

$(11) million

$20 million to $27 million

Diluted EPS

$(0.61)

$1.11 to $1.45

Adjusted diluted EPS(1)

$0.76

$1.95 to $2.29

Adjusted EBITDA(2)

$87 million

$101 million to $109 million

Consolidated income taxes

$30 million

$30 to $35 million

Diluted share count

18.4 million

Approximately 18.3 million

*Reflects an expected favorable currency exchange rate impact of approximately $20 million, or 2% of net sales and one less week of operations compared to fiscal year 2025 which was a 53-week year.

Our updated, full-year outlook reflects:

•Lower-than-previously anticipated net sales and operating margin at Hiya and Rise Wellness, and

•A gain on the sale of an asset of approximately $5 million, or about $0.27 per diluted share (relocation of our facility in Australia).

Despite the near-term adjustment to net sales, our confidence in the long-term trajectory of our business remains firmly intact. Core Nutritional's performance demonstrates our confidence that the initiatives underway are the right foundation for long-term, sustainable growth. Hiya and Rise Wellness both continue to build retail relationships, product pipelines, and market expansion footholds that we believe will drive their growth over time, even as each is navigating near-term challenges. We recognize that progress will not always be linear from quarter to quarter, and our updated fiscal 2026 outlook reflects that reality. We remain confident in USANA's strategic transformation to a diversified, omnichannel health and wellness business, built on consumer trust and long-term loyalty across every brand in our portfolio.

Kevin Guest

Chairman and CEO

Douglas Hekking

CFO

_________________________

(1) Adjusted Diluted (Loss) Earnings Per Share is a non-GAAP financial measure. The Company excludes cost realignment expenses, impairment expense, gain on sale of assets, and acquisition-related costs, such as business transaction costs, integration expense and amortization expense from acquisition-related intangible assets in calculating Adjusted Diluted (Loss) Earnings Per Share. Please refer to “Non-GAAP Financial Measures” and “Reconciliation of Diluted (Loss) Earnings Per Share (GAAP) to Adjusted Diluted (Loss) Earnings Per Share (Non-GAAP)” in this Management Commentary for an explanation and reconciliation of this non-GAAP financial measure.

(2) Adjusted EBITDA is a non-GAAP financial measure. Please refer to “Non-GAAP Financial Measures” and “Reconciliation of Net (Loss) Earnings (GAAP) to Adjusted EBITDA (Non-GAAP)” in this Management Commentary for an explanation and reconciliation of this non-GAAP financial measure.

(3) Estimated preliminary non-cash impairment charge was recognized, during the second quarter of 2026, to reduce goodwill, which impacted the Hiya reporting unit.

Non-GAAP Financial Measures

This Management Commentary contains the non-GAAP financial measures Adjusted EBITDA and Adjusted Diluted EPS. Adjusted EBITDA is a non-GAAP financial measure of earnings before interest, taxes, depreciation, and amortization that also excludes certain adjustments as indicated below in the reconciliation from net (loss) earnings. Adjusted Diluted EPS is a non-GAAP financial measure of diluted (loss) earnings per share that excludes certain adjustments as indicated below in the reconciliation from diluted EPS.

transaction-related expenses and integration costs for the Hiya acquisition, cost realignment expenses, impairment expense, and gain on sale of assets. Adjusted EBITDA attributable to USANA (non-GAAP) is Adjusted EBITDA (non-GAAP) further adjusted to exclude the Adjusted EBITDA attributable to non-controlling interest related to Hiya.

Adjusted diluted (loss) earnings per share (non-GAAP) is diluted (loss) earnings per share (its most directly comparable GAAP financial measure) adjusted for amortization of intangible assets, transaction-related expenses integration costs related to the Hiya acquisition, cost realignment expenses, impairment expense, and gain on sale of assets.

Reconciliation of Net (Loss) Earnings (GAAP) to Adjusted EBITDA (non-GAAP)

(in thousands)

Quarter ended

July 4, 2026

June 28, 2025

Net (loss) earnings attributable to USANA (GAAP)

(21,382)

9,655

Net (loss) earnings attributable to noncontrolling interest

(6,569)

789

Net (loss) earnings

(27,951)

10,444

Adjustments:

Income taxes

9,051

8,373

Interest (income) expense

(595)

(360)

Depreciation and amortization

4,714

5,148

Amortization of intangible assets - Hiya

4,456

(Loss) earnings before interest, taxes, depreciation, and amortization (EBITDA)

(10,325)

28,061

Add EBITDA adjustments:

Non-cash share-based compensation

3,404

3,622

Estimated preliminary impairment

29,137

—

Transaction, integration and transition costs - Hiya

115

Inventory step-up - Hiya

—

544

Adjusted EBITDA

22,218

32,342

Adjusted EBITDA attributable to noncontrolling interest

5,629

(1,847)

Adjusted EBITDA attributable to USANA

27,847

30,495

Reconciliation of Diluted (Loss) Earnings Per Share (GAAP) to Adjusted Diluted (Loss) Earnings Per Share (non-GAAP)

(in thousands, except per share data)

Quarter ended

July 4, 2026

June 28, 2025

Net (loss) earnings attributable to USANA (GAAP)

(21,382)

9,655

Earnings (loss) per common share - Diluted

(1.16)

0.52

Weighted Average common shares outstanding - Diluted

18,486

18,536

Adjustment to net (loss) earnings:

Transaction, integration and transition costs - Hiya

115

Inventory step-up - Hiya

—

544

Estimated preliminary impairment

29,137

—

Amortization of intangible assets - Hiya

4,456

Adjustments to net (loss) earnings attributable to noncontrolling interest

(7,106)

(1,057)

Income tax effect of adjustments to net (loss) earnings

(6,346)

—

Adjusted net (loss) earnings attributable to USANA

(1,239)

13,713

Adjusted (loss) earnings per common share - Diluted

(0.07)

0.74

Weighted average common shares outstanding - Diluted

18,486

18,536

Operating Results as a Percentage of Net Sales

(unaudited)

Quarter ended

July 4, 2026

June 28, 2025

Core Nutritional

Hiya

Rise

Consolidated

Core Nutritional

Hiya

Rise

Consolidated

Net sales

100.0%

Cost of sales

18.9%

32.1%

89.2%

21.7%

18.2%

36.2%

61.8%

21.3%

Gross profit

81.1%

67.9%

10.8%

78.3%

81.8%

63.8%

38.2%

78.7%

Operating expenses:

Brand Partner incentives

43.6%

—%

37.4%

43.6%

—%

36.9%

Selling, general and administrative

30.8%

74.8%

61.3%

36.9%

31.5%

52.8%

51.1%

34.7%

Estimated preliminary impairment

—%

103.1%

—%

13.0%

—%

Total operating expenses

74.4%

177.9%

61.3%

87.3%

75.1%

52.8%

51.1%

71.6%

(Loss) earnings from operations

6.7%

(110.0)%

(50.5)%

(9.0)%

6.7%

11.0%

(12.9)%

7.1%

Amortization of acquired intangible assets

—%

15.8%

6.2%

2.1%

—%

13.1%

8.6%

2.0%

Management Commentary Document and Conference Call

Safe Harbor

This Management Commentary contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These forward-looking statements are based on current plans, expectations, estimates, forecasts, and projections as well as the beliefs and assumptions of management. Words such as “expect,” “enhance,” “drive,” “anticipate,” “intend,” “improve,” “promote,” “should,” “believe,” “continue,” “plan,” “goal,” “opportunity,” “estimate,” “predict,” “may,” “will,” “could,” and “would,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding commercial performance and growth for Hiya and Rise Wellness in 2026 and continued growth in the future; statements about the Company’s long-term growth; and the statements under the sub-heading “Fiscal Year 2026 Outlook.” Our actual results could differ materially from those projected in these forward-looking statements, which involve a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including: risks relating to global economic conditions generally, including continued inflationary pressure around the world and negative impact on our operating costs, consumer demand and consumer behavior in general; reliance upon our network of independent Brand Partners; risk that our Brand Partner compensation plan, or changes that we make to the compensation plan, will not produce desired results, benefit our business or, in some cases, could harm our business; risk

related to the acquisition. The contents of this Management Commentary should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in our most recent filings with the Securities and Exchange Commission. The forward-looking statements in this Management Commentary set forth our beliefs as of the date hereof. We do not undertake any obligation to update any forward-looking statement after the date hereof or to conform such statements to actual results or changes in the Company’s expectations, except as required by law.

About USANA

Investor contact: Andrew Masuda

Investor Relations

(801) 954-7201

investor.relations@usanainc.com

Media contact: Sarah Searle

(801) 954-7626

media@usanainc.com

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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