STOCK TITAN

Herbalife (NYSE: HLF) touts Q1 sales beat and $800M notes refinancing

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Herbalife Ltd. reported preliminary first quarter 2026 results showing net sales above its prior guidance range and adjusted EBITDA expected at or above the high end of guidance. Growth was led by Asia Pacific, including estimated record quarterly net sales in India, with Latin America, Mexico and EMEA also delivering year-over-year net sales increases.

The company outlined plans to refinance senior secured debt, targeting $1,450 million of secured financing, including a $425 million revolving credit facility, a $225 million Term Loan A and $800 million of other secured debt. Herbalife’s subsidiaries intend to offer $800 million of senior secured notes due 2033 and have issued a conditional notice to redeem the full outstanding $800 million of 12.250% Senior Secured Notes due 2029 at $1,061.25 per $1,000 in principal, plus accrued interest, subject to completing at least $800 million of new debt financing.

Positive

  • Preliminary Q1 2026 performance exceeds guidance: Net sales came in above guidance and adjusted EBITDA is expected at or above the high end of the prior range, with broad-based growth in Asia Pacific, Latin America, Mexico and reported growth in EMEA.
  • Comprehensive senior secured debt refinancing plan: Targeting $1.45 billion of secured financing, including $800 million of new senior secured notes due 2033 and a conditional redemption of $800 million 12.250% notes due 2029, which is expected to extend the company’s senior secured maturity profile.

Negative

  • None.

Insights

Preliminary sales beat pairs with large refinancing that extends secured debt maturities.

Herbalife indicates first quarter 2026 net sales exceeded prior guidance, with adjusted EBITDA expected at or above the guidance high end. Regional data show strength in Asia Pacific, Latin America, Mexico and modest reported growth in EMEA, while North America and China declined year over year.

On the balance sheet side, the company is targeting $1,450 million of secured financing, including a $425 million revolver, $225 million Term Loan A and $800 million of other secured debt. Subsidiaries plan to issue $800 million senior secured notes due 2033, and a conditional notice was issued to redeem the existing $800 million 12.250% notes due 2029 at $1,061.25 per $1,000 principal, funded by new debt proceeds and cash.

If completed, these steps would extend the maturity profile of senior secured obligations while replacing high-coupon notes. Actual impact depends on final pricing, investor demand and successful completion of at least $800 million in new financing by April 29, 2026, as referenced in the conditional redemption terms.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Proposed new senior secured notes $800 million aggregate principal amount Senior secured notes due 2033 to be issued by subsidiaries
Existing 2029 senior secured notes $800 million aggregate principal amount 12.250% Senior Secured Notes due 2029 subject to conditional full redemption
Redemption price for 2029 notes $1,061.25 per $1,000 principal If 12.250% 2029 notes are redeemed, excluding accrued interest
Target total secured financing $1,450 million Combination of revolver, Term Loan A and other secured debt
Revolving credit facility size $425 million Component of targeted secured financing package
Term Loan A size $225 million Component of targeted secured financing package
Coupon on 2029 notes 12.250% Interest rate on existing Senior Secured Notes due 2029
adjusted EBITDA financial
"Net Sales Above Guidance, Adjusted EBITDA1 Expected At or Above High End of Guidance;"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
senior secured notes financial
"offer $800 million aggregate principal amount of senior secured notes due 2033 (the “Notes”)."
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
revolving credit facility financial
"expected to include a $425 million revolving credit facility, a $225 million Term Loan A"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Term Loan A financial
"expected to include a $425 million revolving credit facility, a $225 million Term Loan A and $800 million of other secured debt."
Term Loan A is a portion of a company’s syndicated bank loan that is paid down with regular principal installments over a set period, usually carries lower interest and a shorter maturity than other loan tranches. It matters to investors because its scheduled repayments and interest cost affect a company’s cash flow and borrowing needs; heavy near‑term payments can reduce cash available for dividends, investment or increase refinancing risk, much like a mortgage with larger monthly payments limits household flexibility.
net sales in local currency financial
"the Company also compares the percent change in net sales from one period to another period using “net sales in local currency.”"
Regulation S regulatory
"in a private offering to persons reasonably believed to be qualified institutional buyers .S. persons pursuant to Regulation S under the Securities Act."
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
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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): April 14, 2026

 

 

 

Herbalife Ltd.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Cayman Islands   1-32381   98-0377871
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

P.O. Box 309, Ugland House    
Grand Cayman    
Cayman Islands   KY1-1104
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: c/o (213) 745-0500

 

Not Applicable

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

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:

 

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

 

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

 

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

 

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 Shares, par value $0.0005 per share   HLF   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

 

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.

 

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On April 14, 2026, Herbalife Ltd. (the “Company”) issued a press release announcing certain preliminary results for its first fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information contained in this Item 2.02 and Exhibit 99.1 attached to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01 Other Events.

 

On April 14, 2026, the Company issued a press release announcing a proposed offering by HLF Financing SaRL, LLC and Herbalife International, Inc. (together, the “Issuers”), each a wholly owned subsidiary of the Company, of $800 million aggregate principal amount of senior secured notes in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

 

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

 

On April 14, 2026, the Issuers also issued a notice of conditional full optional redemption to redeem the full outstanding $800 million aggregate principal amount of the Issuers’ 12.250% Senior Secured Notes due 2029 (the “2029 Secured Notes”), conditioned upon the completion of one or more debt financing transactions and the receipt of aggregate gross proceeds by the Issuers of at least $800 million on or before April 29, 2026. If redeemed, the 2029 Secured Notes are expected to be redeemed at a price of $1,061.25 per $1,000 in principal amount of 2029 Secured Notes, plus accrued and unpaid interest to, but excluding, the redemption date.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1Press Release issued by Herbalife Ltd. on April 14, 2026 announcing certain preliminary results for its first fiscal quarter ended March 31, 2026.
99.2Press Release issued by Herbalife Ltd. on April 14, 2026 announcing a proposed offering of $800 million aggregate principal amount of senior secured notes.
104Cover Page Interactive Data File - The cover page from the Company’s Current Report on Form 8-K filed on April 14, 2026 is formatted in Inline XBRL (included as Exhibit 101).

 

1

 

 

SIGNATURES

 

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

 

  Herbalife Ltd.
     
April 14, 2026By: /s/ John DeSimone
  Name:  John DeSimone
  Title: Chief Financial Officer

 

2

 

Exhibit 99.1

 

 

Herbalife Provides Preliminary Q1 2026 Results:
Net Sales Above Guidance, Adjusted EBITDA
1 Expected At or Above High End of Guidance; Provides Update on Senior Secured Debt Refinancing Plans

 

LOS ANGELES, April 14, 2026 – Herbalife Ltd. (NYSE: HLF), a premier health and wellness company, community and platform, today announced preliminary first quarter 2026 results. The Company expects:

 

Net sales growth of 7.5% to 8.0% year-over-year, exceeding the high end of previously issued first quarter guidance

 

Net sales growth on a constant currency basis2 of 5.0% to 5.5% year-over-year, above the high end of previously issued first quarter guidance; and

 

Adjusted EBITDA¹ on a reported basis at or above the high end of previously issued first quarter guidance

 

First quarter 2026 guidance for each metric was previously issued on February 18, 2026.

 

The Company’s first quarter net sales outperformance was driven by Asia Pacific, led by estimated record quarterly net sales in India. Preliminary results indicate Asia Pacific, Latin America and Mexico each delivered year-over-year net sales growth on both a reported and constant currency basis². EMEA is expected to report a slight year-over-year net sales increase on a reported basis, driven by foreign exchange tailwinds, while declining on a constant currency basis². North America and China are each expected to report year-over-year net sales declines on both a reported and constant currency basis². In North America, net sales were negatively impacted by a combination of unusually severe weather conditions in January and February and elevated levels of shipments in transit at quarter-end with the related revenue recognition deferred to the subsequent quarter. Excluding these factors, North America net sales would have been slightly up year-over-year on both a reported and constant currency basis2.

 

Herbalife also provided an update on its previously announced plans to refinance its senior secured debt. The Company is now targeting $1,450 million of secured financing, which is expected to include a $425 million revolving credit facility, a $225 million Term Loan A and $800 million of other secured debt. The refinancing is expected to extend the maturity profile of the Company’s senior secured debt.

 

“Our preliminary first quarter 2026 results reflect net sales growth above the high end of our prior guidance range,” said Chief Financial Officer John DeSimone. “We remain committed to completing a successful refinancing that extends our maturity profile and aligns with our pricing objectives.”

 

 

 

1Non-GAAP Measure. Refer to Schedule A – “Non-GAAP Financial Measures” for a discussion of why the Company believes this non-GAAP measure is useful.
2Non-GAAP Measure. Refer to Schedule A – “Non-GAAP Financial Measures” for a discussion of why the Company believes adjusting for the effects of foreign exchange is useful.

 

 

 

 

The preliminary estimated select unaudited financial information described above are estimates derived from our internal financial records, constitute forward-looking statements and are based on the information available to the Company as of the date of this release and are subject to the completion of the Company’s customary financial and other closing procedures. Accordingly, the Company’s final reported results for the first quarter of 2026 may differ materially from these preliminary expectations. Factors that could cause actual results to differ include the discovery of new or additional information that impacts accounting estimates, management’s judgment or valuation methodologies underlying these estimated results, and the preparation of its unaudited condensed consolidated financial statements. This preliminary estimated financial information should not be viewed as a substitute for our full interim financial statements and is not necessarily indicative of any future period or performance, and accordingly, you should not place undue reliance on this preliminary estimated financial information.

 

Herbalife will release its first quarter 2026 financial results after the close of trading on the New York Stock Exchange on Wednesday, May 6, 2026 and will host an audio webcast and conference call the same day at 5:30 p.m. ET (2:30 p.m. PT) to discuss the Company’s financial results.

 

The terms of the proposed refinancing transactions will be disclosed upon any completion of the transactions. The proposed refinancings will be subject to customary closing conditions and there can be no assurance that the allocations among the debt instruments will not change, or that any of the refinancings will occur successfully, or at all.

 

About Herbalife Ltd.

 

Herbalife (NYSE: HLF) is a premier health and wellness company, community and platform that has been changing people's lives with great nutrition products and a business opportunity for its independent distributors since 1980. The Company offers science-backed products to consumers in more than 90 markets through entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle to live their best life.

 

For more information, visit https://ir.herbalife.com/.

 

Forward-Looking Statements

 

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures, or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate” or any other similar words.

 

2

 

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include the following:

 

the potential impacts of current global economic conditions, including inflation, unfavorable foreign exchange rate fluctuations, and tariffs or retaliatory tariffs, on us; our Members, customers, and supply chain; and the world economy;

 

our ability to attract and retain Members;

 

our relationship with, and our ability to influence the actions of, our Members;

 

our noncompliance with, or improper action by our employees or Members in violation of, applicable U.S. and foreign laws, rules, and regulations;

 

adverse publicity associated with our Company or the direct-selling industry, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws;

 

changing consumer preferences and demands and evolving industry standards, including with respect to climate change, sustainability, and other environmental, social, and governance matters;

 

the competitive nature of our business and industry;

 

legal and regulatory matters, including regulatory actions concerning, or legal challenges to, our products or network marketing program and product liability claims;

 

the Consent Order entered into with the Federal Trade Commission, or FTC, the effects thereof and any failure to comply therewith;

 

risks associated with operating internationally and in China;

 

our ability to execute our growth and other strategic initiatives (such as restructuring efforts, increased market penetration in existing markets, and personalized product and related technology initiatives);

 

3

 

 

the effectiveness and acceptance of new technology-driven initiatives;

 

any material disruption to our business caused by natural disasters, other catastrophic events, acts of war or terrorism, including the wars in Ukraine and the Middle East, cybersecurity incidents, pandemics, and/or other acts by third parties;

 

our ability to adequately source ingredients, packaging materials, and other raw materials and manufacture and distribute our products;

 

our reliance on our information technology infrastructure, and our ability to successfully develop, deploy, and integrate artificial intelligence into our business;

 

noncompliance by us or our Members with any privacy, artificial intelligence and data protection laws, rules, or regulations or any security breach involving the misappropriation, loss, or other unauthorized use or disclosure of confidential information;

 

contractual limitations on our ability to expand or change our direct-selling business model;

 

the sufficiency of our trademarks and other intellectual property;

 

product concentration;

 

our reliance upon, or the loss or departure of any member of, our senior management team;

 

our ability to integrate and capitalize on acquisition transactions;

 

restrictions imposed by covenants in the agreements governing our indebtedness;

 

risks related to our convertible notes;

 

changes in, and uncertainties relating to, the application of transfer pricing, income tax, customs duties, value added taxes, and other tax laws, treaties, and regulations, or their interpretation;

 

our incorporation under the laws of the Cayman Islands; and

 

share price volatility related to, among other things, speculative trading and certain traders shorting our common shares.

 

Additional factors and uncertainties that could cause actual results or outcomes to differ materially from our forward-looking statements are set forth in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 18, 2026, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our Consolidated Financial Statements and the related Notes included therein. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

 

4

 

 

Forward-looking statements made in this release speak only as of the date hereof. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

 

Media Contact:

 

Miguel Lopez-Najera

Director, Global Corporate Communications

miguellope@herbalife.com

 

Investor Contact:

 

Erin Banyas
Vice President, Head of Investor Relations

erinba@herbalife.com

 

Supplemental Information

 

SCHEDULE A: NON-GAAP FINANCIAL MEASURES

 

Adjusted EBITDA

 

The Company has included in this release adjusted EBITDA, a performance measure that the Securities and Exchange Commission defines as a “non-GAAP financial measure.” Adjusted EBITDA is calculated as net income attributable to Herbalife excluding the impact of certain unusual or non-recurring items such as expenses related to restructuring initiatives, expenses related to the digital technology program, gains or losses from sale of property, gains or losses from extinguishment of debt and certain tax expenses and benefits.

 

Management believes that such non-GAAP performance measure, when read in conjunction with the Company’s reported results, calculated in accordance with U.S. GAAP, can provide useful supplemental information for investors because it facilitates a period to period comparative assessment of the Company’s operating performance relative to its performance based on reported results under U.S. GAAP, while isolating the effects of some items that vary from period to period without any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company’s operations and underlying operational performance.

 

The Company’s definition and calculation of adjusted EBITDA may not be comparable to similarly titled measure used by other companies because other companies may not calculate it in the same manner as the Company does and should not be viewed in isolation from, nor as an alternative to, net income attributable to Herbalife calculated in accordance with U.S. GAAP.

 

Currency Fluctuation

 

The Company’s international operations have provided and will continue to provide a significant portion of its total net sales. As a result, total net sales will continue to be affected by fluctuations in the U.S. dollar against foreign currencies. In order to provide a framework for assessing how the Company’s underlying businesses performed excluding the effect of foreign currency fluctuations, in addition to comparing the percent change in net sales from one period to another in U.S. dollars, the Company also compares the percent change in net sales from one period to another period using “net sales in local currency.” Net sales in local currency is not a measure presented in accordance with U.S. GAAP. Net sales in local currency removes from net sales in U.S. dollars the impact of changes in exchange rates between the U.S. dollar and the local currencies of the Company’s foreign subsidiaries, by translating the current period net sales into U.S. dollars using the same foreign currency exchange rates that were used to translate the net sales for the previous comparable period. The Company believes presenting net sales in local currency is useful to investors because it allows a meaningful comparison of net sales of its foreign operations from period to period. However, net sales in local currency should not be considered in isolation or as an alternative to net sales in U.S. dollar measures that reflect current period exchange rates, or to net sales calculated and presented in accordance with U.S. GAAP.

 

 

4

 

 

Exhibit 99.2

 

 

Herbalife Announces Proposed Offering of $800 Million Aggregate Principal Amount of Senior Secured Notes

 

LOS ANGELES, April 14, 2026 – Herbalife Ltd. (NYSE: HLF) (the “Company”), a global health and wellness company, today announced that HLF Financing SaRL, LLC and Herbalife International, Inc. (together, the “Issuers”), each a wholly owned subsidiary of the Company, intend, subject to market and other conditions, to offer $800 million aggregate principal amount of senior secured notes due 2033 (the “Notes”).

 

The Company expects to use the net proceeds from the offering, together with proceeds from the refinancing of the Company’s existing senior secured credit facility, including borrowings under its revolving credit facility, and available cash, to repay indebtedness, including borrowings outstanding under the Company’s senior secured credit facility and the Issuers’ 12.250% Senior Secured Notes due 2029, and to pay related fees and expenses.

 

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offer, if at all, will be made only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been and are not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute a notice of redemption with respect to the Issuers' 12.250% Senior Secured Notes due 2029.

 

About Herbalife Ltd.

 

Herbalife (NYSE: HLF) is a premier health and wellness company, community and platform that has been changing people's lives with great nutrition products and a business opportunity for its independent distributors since 1980. The Company offers science-backed products to consumers in more than 90 markets through entrepreneurial distributors who provide one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle to live their best life.

 

 

 

 

Forward-Looking Statements

 

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management, including for future operations, capital expenditures, or share repurchases; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may include, among others, the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate” or any other similar words.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking statements include the following:

 

the potential impacts of current global economic conditions, including inflation, unfavorable foreign exchange rate fluctuations, and tariffs or retaliatory tariffs, on us; our Members, customers, and supply chain; and the world economy;

 

our ability to attract and retain Members;

 

our relationship with, and our ability to influence the actions of, our Members;

 

our noncompliance with, or improper action by our employees or Members in violation of, applicable U.S. and foreign laws, rules, and regulations;

 

adverse publicity associated with our Company or the direct-selling industry, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws;

 

changing consumer preferences and demands and evolving industry standards, including with respect to climate change, sustainability, and other environmental, social, and governance matters;

 

the competitive nature of our business and industry;

 

2

 

 

legal and regulatory matters, including regulatory actions concerning, or legal challenges to, our products or network marketing program and product liability claims;

 

the Consent Order entered into with the Federal Trade Commission, or FTC, the effects thereof and any failure to comply therewith;

 

risks associated with operating internationally and in China;

 

our ability to execute our growth and other strategic initiatives (such as restructuring efforts, increased market penetration in existing markets, and personalized product and related technology initiatives);

 

the effectiveness and acceptance of new technology-driven initiatives;

 

any material disruption to our business caused by natural disasters, other catastrophic events, acts of war or terrorism, including the wars in Ukraine and the Middle East, cybersecurity incidents, pandemics, and/or other acts by third parties;

 

our ability to adequately source ingredients, packaging materials, and other raw materials and manufacture and distribute our products;

 

our reliance on our information technology infrastructure, and our ability to successfully develop, deploy, and integrate artificial intelligence into our business;

 

noncompliance by us or our Members with any privacy, artificial intelligence and data protection laws, rules, or regulations or any security breach involving the misappropriation, loss, or other unauthorized use or disclosure of confidential information;

 

contractual limitations on our ability to expand or change our direct-selling business model;

 

the sufficiency of our trademarks and other intellectual property;

 

product concentration;

 

our reliance upon, or the loss or departure of any member of, our senior management team;

 

our ability to integrate and capitalize on acquisition transactions;

 

restrictions imposed by covenants in the agreements governing our indebtedness;

 

risks related to our convertible notes;

 

changes in, and uncertainties relating to, the application of transfer pricing, income tax, customs duties, value added taxes, and other tax laws, treaties, and regulations, or their interpretation;

 

3

 

 

our incorporation under the laws of the Cayman Islands; and

 

share price volatility related to, among other things, speculative trading and certain traders shorting our common shares.

 

Additional factors and uncertainties that could cause actual results or outcomes to differ materially from our forward-looking statements are set forth in the Company's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 18, 2026, including under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our Consolidated Financial Statements and the related Notes included therein. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

 

Forward-looking statements made in this release speak only as of the date hereof. We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

 

Media Contact:

 

Miguel Lopez-Najera

Director, Global Corporate Communications

miguellope@herbalife.com
 

Investor Contact:

 

Erin Banyas

Vice President, Head of Investor Relations

erinba@herbalife.com

 

4

 

FAQ

How did Herbalife (HLF) describe its preliminary Q1 2026 financial performance?

Herbalife said preliminary first quarter 2026 net sales were above its prior guidance range and adjusted EBITDA is expected at or above the high end of guidance. Growth was led by Asia Pacific, with estimated record quarterly net sales in India and increases across Latin America and Mexico.

Which regions drove Herbalife (HLF) net sales growth in Q1 2026?

Preliminary results show Asia Pacific leading net sales growth, including estimated record quarterly sales in India. Latin America and Mexico also delivered year-over-year net sales increases on both reported and constant currency bases, while EMEA showed a slight reported increase helped by foreign exchange tailwinds.

What senior secured refinancing is Herbalife (HLF) targeting?

Herbalife is targeting $1,450 million of secured financing, including a $425 million revolving credit facility, a $225 million Term Loan A and $800 million of other secured debt. Management indicated the refinancing is expected to extend the maturity profile of the company’s senior secured obligations.

What are the terms of Herbalife’s (HLF) proposed $800 million senior secured notes?

Herbalife’s subsidiaries intend to offer $800 million aggregate principal amount of senior secured notes due 2033. Net proceeds, together with refinancing and available cash, are expected to repay existing indebtedness, including borrowings under the senior secured credit facility and the 12.250% Senior Secured Notes due 2029.

How will Herbalife (HLF) redeem its existing 12.250% Senior Secured Notes due 2029?

The issuers issued a conditional notice to redeem the full $800 million principal of the 12.250% Senior Secured Notes due 2029 at $1,061.25 per $1,000 principal plus accrued interest. Redemption is conditioned on completing one or more debt financings with at least $800 million of aggregate gross proceeds by April 29, 2026.

What impacted Herbalife (HLF) North America net sales in Q1 2026?

North America net sales are expected to decline year over year on a reported and constant currency basis. Management cited unusually severe winter weather and elevated shipments in transit at quarter-end deferring revenue recognition; excluding these, North America net sales would have been slightly up year over year.

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