USANA Health Sciences Inc.
10/05/2026 | Press release | Distributed by Public on 10/05/2026 14:37
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
The information reported in Item 2.03 below is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 30, 2026, USANA Health Sciences, Inc. (the "Company") entered into a First Amendment (the "Amendment") to its Third Amended and Restated Credit Agreement, dated as of June 27, 2025 (as amended, the "Credit Agreement"). The parties to the Amendment are the Company, as borrower; certain of its subsidiaries, as guarantors; the lenders party thereto; and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer. The Credit Agreement provides for a revolving credit facility of $75,000,000 (which may, upon request of the Company, be increased by an amount notice exceeding $200,000,000) that matures on June 27, 2030. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Credit Agreement.
The Amendment makes the following changes to the Credit Agreement:
•Minimum Consolidated EBITDA covenant. Beginning with the fiscal quarter ending October 3, 2026, the Company must maintain Consolidated EBITDA of at least $100,000,000 for each trailing four-fiscal-quarter period. However, if the lenders' aggregate Revolving Exposure is $50,000,000 or less on the last day of the period, the minimum drops to $70,000,000 for that period.
•General asset sale basket. The annual limit on the aggregate book value of property the Company and its subsidiaries may dispose of under the general basket in Section 7.05(g) of the Credit Agreement increases from $500,000 to $2,500,000.
•Sydney, Australia property. 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.
•Sale and leaseback transactions. 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."
In connection with the Amendment, the loan parties reaffirmed their obligations under the Loan Documents and the liens securing such obligations. They also confirmed the truthfulness and correctness, as properly qualified by materiality, of their representations and warranties in Article V of the Credit Agreement and that no default or event of default exists under the Loan Documents. All other terms of the Credit Agreement and the other Loan Documents remain in full force and effect.
The foregoing description is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
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