[Form 3] HERBALIFE LTD. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lamberti Frank

(Last) (First) (Middle)

800 W. OLYMPIC BLVD.

SUITE 406

(Street)

LOS ANGELES CA 90015

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2025

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [ HLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	187,767(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	(2)	02/28/2026	Common Stock	12,540	$27.375	D
Stock Appreciation Rights	(3)	05/09/2026	Common Stock	30,231	$31.255	D
Stock Appreciation Rights	(4)	02/27/2027	Common Stock	31,779	$28.595	D
Stock Appreciation Rights	(5)	05/04/2033	Common Stock	80,049	$13.6	D
Stock Appreciation Rights	(6)	08/04/2033	Common Stock	64,432	$18.61	D
Stock Appreciation Rights	(7)	05/03/2034	Common Stock	212,550	$9.58	D
Stock Appreciation Rights	(8)	02/21/2035	Common Stock	77,433	$8.31	D

Explanation of Responses:

1. Balance includes 134,982 shares of the Issuer's common stock and 31,699 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 3,983 RSUs will vest on May 4, 2026; 3,359 RSUs will vest on August 4, 2026; 12,178 RSUs will vest on May 3, 2026; and 12,179 RSUs will vest on May 3, 2027. Each of the aforementioned grants is subject to the following vesting schedule: one-third of the award on each of the first, second, and third anniversaries of the grant date, subject to continued service through each applicable vesting date. Balance also includes 21,086 shares of the Issuer's common stock to which the Reporting Person became entitled upon vesting of RSUs, receipt of which the Reporting Person has elected to defer.

2. These stock appreciation rights were fully vested as of February 29, 2019.

3. These stock appreciation rights were fully vested as of May 9, 2019.

4. These stock appreciation rights were fully vested as of February 27, 2020.

5. On May 4, 2023, the reporting person was granted 80,049 stock appreciation rights, of which 2/3 have vested, and 1/3 will vest on May 4, 2026, subject to continued service through such date.

6. On August 4, 2023, the reporting person was granted 64,432 stock appreciation rights, of which 2/3 have vested, and 1/3 will vest on August 4, 2026, subject to continued service through such date.

7. On May 3, 2024, the reporting person was granted 212,550 stock appreciation rights, of which 1/3 has vested, 1/3 will vest on May 3, 2026, and 1/3 will vest on May 3, 2027, subject to continued service through each applicable vesting date.

8. On February 21, 2025, the reporting person was granted 77,433 stock appreciation rights, of which 1/3 will vest on February 21, 2026, 1/3 will vest on February 21, 2027, and 1/3 will vest on February 21, 2028, subject to continued service through each applicable vesting date.

	Alaaeddine Sahibi, as Attorney-In-Fact for Frank Lamberti	11/12/2025
	** Signature of Reporting Person	Date
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