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NYSE: USNA USANA HEALTH SCIENCES INC 8-K

USANA amends credit agreement, adds $100M minimum EBITDA covenant

Filed October 5, 2026 · Period ending October 5, 2026 · ~1 min read

5 key changes 1 high relevance 2 sections

Key Changes

  • high

    New minimum Consolidated EBITDA covenant of $100M per trailing four quarters, dropping to $70M if lender revolving exposure is $50M or less at period end.

  • medium

    Annual asset-sale basket under the general provision increases from $500,000 to $2.5 million.

  • medium

    USANA Australia Pty Ltd is permitted to sell Sydney real property and use net proceeds at its discretion.

  • low

    Sale and leaseback transactions remain prohibited except with lender approval or for the permitted Sydney disposition.

  • medium

    Company entered into a material definitive agreement, but terms are not disclosed in the filing.

Summary

USANA Health Sciences amended its credit agreement, introducing a new minimum EBITDA covenant of $100 million per trailing four quarters, with a reduced threshold of $70 million if lender revolving exposure is $50 million or less at period end.

The amendment also increases the annual asset-sale basket from $500,000 to $2.5 million and permits the sale of Sydney real property by its Australian subsidiary, with proceeds usable at the company's discretion. Sale and leaseback transactions remain restricted except for lender-approved deals or the Sydney disposition.

The filing also notes entry into a material definitive agreement under Item 1.01, but no details on counterparty, subject matter, or terms are provided. The new EBITDA covenant adds a financial maintenance requirement that could constrain operations if earnings decline, though the reduced threshold offers some flexibility when revolving exposure is low. The asset-sale changes provide greater operational latitude. Investors should note the undisclosed material agreement, which may be detailed in a future filing.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~16 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added
Added Material definitive agreement medium

Added in current filing · verify on EDGAR →

Item 1.01 Entry into a Material Definitive Agreement.

The 8-K announces entry into a material definitive agreement under Item 1.01, but the body text provided does not include any details about the counterparty, subject matter, or terms of the agreement. The filing appears to reference information reported elsewhere, but that information is not included in the provided text.

Event · Item 2.03 — Creation of a Direct Financial Obligation

~500 words

USANA amends its credit agreement, adding a minimum EBITDA covenant and expanding asset-sale flexibility.

2 Added
Added Sydney, Australia property sale permission medium

Added in current filing · verify on EDGAR →

New Section 7.05(h) of the Credit Agreement permits USANA Australia Pty, Ltd to sell real property in Sydney, Australia and apply the net proceeds thereof as it determines appropriate in its reasonable business judgment.

The amendment adds a new provision allowing USANA's Australian subsidiary to sell real property in Sydney and use the net proceeds at its own discretion. This appears to facilitate a specific planned asset sale.

Show 1 minor / wording change
Added Sale and leaseback transactions low

Added in current filing · verify on EDGAR →

Sale and leaseback transactions remain prohibited except (i) as otherwise agreed by the Required Lenders and (ii) for a disposition permitted under new Section 7.05(h) of the Credit Agreement, to the extent that disposition is a sale and leaseback. The Amendment also amends and restates the definition of “Sale and Leaseback Transaction.”

The amendment clarifies that sale and leaseback transactions remain prohibited, with exceptions for lender-approved deals and the newly permitted Sydney property disposition. The definition of sale and leaseback transactions is also updated.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 6, 2026 · How we verify