Herbalife SEC Filings

Herbalife Ltd. (HLF) director Lynda Cloud reported an open market purchase of the company’s common stock. On 11/18/2025, she bought 17,000 shares at a weighted average price of $8.97 per share, through multiple trades within a price range of $8.93 to $9.01. After this transaction, she beneficially owns 38,857 shares of Herbalife common stock in direct ownership.

Herbalife Ltd. (HLF) reported an equity-based compensation transaction for its Chief Commercial Officer on a Form 4. On November 14, 2025, the officer received 15,182 stock appreciation rights (SARs) under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan, each with an exercise price of $9.23 and linked to one share of common stock. These SARs became exercisable on November 14, 2025 and will expire on November 14, 2035. They are scheduled to vest in three equal one-third installments on November 14, 2026, November 14, 2027, and November 14, 2028, provided the executive continues in service through each vesting date.

Herbalife Ltd. (HLF) filed a Form 3 reporting the initial beneficial ownership of its Chief Commercial Officer. The filing lists 187,767 shares of common stock held directly. The balance includes 134,982 shares, 31,699 unvested RSUs with scheduled vesting on May 4, 2026; August 4, 2026; May 3, 2026; and May 3, 2027, and 21,086 deferred shares earned from vested RSUs.

Derivative holdings include stock appreciation rights (SARs), such as 212,550 SARs at $9.58 expiring 05/03/2034, 80,049 SARs at $13.6 expiring 05/04/2033, 64,432 SARs at $18.61 expiring 08/04/2033, and 77,433 SARs at $8.31 expiring 02/21/2035. Notes indicate earlier SAR grants became fully vested in 2019–2020, with recent grants vesting in tranches through 2028.

Herbalife Ltd. (HLF) reported that it issued a press release announcing financial results for its third fiscal quarter ended September 30, 2025. The release is attached as Exhibit 99.1.

The company also plans to reference investor slides during its earnings conference call. The presentation is available on the investor relations website under “News and Events” in the “IR Calendar.”

The information furnished under Items 2.02 and 7.01, including Exhibit 99.1, is not deemed “filed” for purposes of Section 18 of the Exchange Act.

Herbalife Ltd. filed its Q3 2025 10-Q, showing modest top-line growth and stronger year-to-date profitability. Net sales were $1,273.7 million versus $1,240.3 million a year ago. Operating income was $125.8 million, and net income attributable to Herbalife was $43.2 million, or diluted EPS of $0.42.

For the first nine months, net sales were $3,754.5 million versus $3,785.7 million, while operating income rose to $381.2 million and net income to $142.9 million, reflecting lower SG&A and stable gross margins. Cash from operations reached $235.0 million. Cash and cash equivalents were $305.5 million, and inventories were $512.5 million. Long-term debt was $1,997.2 million, and the company reported compliance with covenants under its 2024 Credit Facility.

Herbalife completed asset acquisitions related to Pruvit and Pro2col for $19 million, with additional contingent payments tied to performance milestones, and acquired 51% of Link BioSciences for $6.5 million cash. Shareholders’ deficit improved to $606.0 million. Common shares outstanding were 103,310,720 as of October 29, 2025.

Herbalife Ltd. (HLF) disclosed an insider transaction by its Chief Executive Officer via Form 4. On 11/03/2025, 3,463 shares of common stock were withheld to satisfy taxes due upon the vesting of previously granted restricted stock units. The transaction was coded “F,” indicating tax withholding, at a price of $8.07 per share.

Following this administrative withholding, the CEO directly beneficially owns 118,847 shares.

Route One Investment Company, L.P. and affiliates filed a Schedule 13G/A on Herbalife Ltd., reporting passive beneficial ownership. The group reports 7,528,938 Common Shares, representing 7.3% of the class, calculated from 103,105,683 Common Shares outstanding on July 30, 2025. Route One Offshore Master Fund, L.P. holds 5,193,442 shares (5.0%).

The reporting persons disclose shared voting and dispositive power over 7,528,938 shares and no sole voting or dispositive power. They certify the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing lists Route One and related entities and principals, who disclaim group status and beneficial ownership beyond their pecuniary interest.

Michael Johnson, a director of Herbalife Ltd. (HLF), reported a transaction dated 08/29/2025 where 125,849 shares of Common Stock were disposed of at a price of $9.78 per share (Transaction Code F). Following the reported disposition, the filing shows the Reporting Person beneficially owns 814,726 shares, held directly. The filing states these shares were withheld to satisfy tax obligations arising from the vesting of Restricted Stock Units that had been granted on February 16, 2024. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Nantahala Capital Management, LLC and its managing members, Wilmot B. Harkey and Daniel Mack, reported beneficial ownership of 7,122,298 common shares of Herbalife Ltd. (CUSIP G4412G101), representing 6.99% of the outstanding class as of June 30, 2025. The filing states that these shares are held by funds and separately managed accounts under Nantahala’s control, and each reporting person has shared voting and dispositive power over all 7,122,298 shares but no sole voting or dispositive power. The statement certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.