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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.
| 99.1 | Press Release issued by Herbalife Ltd. on April 14, 2026 announcing certain preliminary results for its first fiscal quarter ended March 31, 2026. |
| 99.2 | Press Release issued by Herbalife Ltd. on April 14, 2026 announcing a proposed offering of $800 million aggregate principal amount of senior secured notes. |
| 104 | Cover 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). |
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, 2026 | By: |
/s/ John DeSimone |
| |
Name: |
John DeSimone |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1

Herbalife
Provides Preliminary Q1 2026 Results:
Net Sales Above Guidance, Adjusted EBITDA1 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.”
| 1 | Non-GAAP Measure. Refer to
Schedule A – “Non-GAAP Financial Measures” for a discussion of why the Company believes this non-GAAP measure is useful. |
| 2 | Non-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.
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); |
| ● | 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; |
| ● | 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.
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; |
| ● | 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; |
| ● | 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.
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