Herbalife CEO amends Form 4 for SAR grant

Rhea-AI Filing Summary

HERBALIFE LTD. Chief Executive Officer Stephan Paulo Gratziani reported an amended Form 4 reflecting a prior grant of stock appreciation rights. The amendment is filed solely to correct the exercise price, which had previously been reported as $10.51. The CEO holds 215,033 stock appreciation rights granted on February 25, 2026, under the Amended and Restated 2023 Stock Incentive Plan. These rights vest in three equal installments on February 25, 2027, February 25, 2028, and February 25, 2029, contingent on continued service, and represent non-cash equity-based compensation rather than an open-market share purchase or sale.

Insider Trade Summary

Grant/Award: 215,033 shares

Grant/Award 1 txn

Insider Gratziani Stephan Paulo

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights	215,033	$0.00	$0.00

Holdings After Transaction: Stock Appreciation Rights — 215,033 contracts (Direct)

Footnotes (2)

1. F1. This amendment is being filed solely to correct the exercise price, which was previously reported as $10.51. No other information in the original Form 4 has been changed.
2. F2. Consists of stock appreciation rights ("SARs") granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. These SARs will vest in one-third increments on each of February 25, 2027, February 25, 2028, and February 25, 2029, subject to continued service through such date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Herbalife (HLF) CEO Stephan Paulo Gratziani report in this amended Form 4?

The CEO reported an amended Form 4 to correct the exercise price of previously disclosed stock appreciation rights. The filing states no other information changed, indicating this is an administrative correction to existing equity compensation rather than a new market transaction.

How many stock appreciation rights were granted to Herbalife (HLF) CEO Stephan Paulo Gratziani?

The filing shows a grant of 215,033 stock appreciation rights to the CEO. These rights are derivative equity awards that provide value based on share price appreciation, aligning executive compensation with shareholder returns instead of involving immediate cash or share purchases in the market.

When do Stephan Paulo Gratziani’s Herbalife (HLF) stock appreciation rights vest?

The stock appreciation rights vest in one-third increments on February 25, 2027, February 25, 2028, and February 25, 2029. Each vesting date is conditioned on continued service, encouraging long-term alignment between the CEO’s incentives and Herbalife’s multi-year performance.

What plan governs the stock appreciation rights granted to Herbalife (HLF) CEO Stephan Paulo Gratziani?

The rights were granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. This plan authorizes equity-based compensation awards such as stock appreciation rights to key executives, linking compensation to future company performance and share price outcomes over time.

Did this Herbalife (HLF) Form 4/A involve the CEO buying or selling shares in the open market?

No, the transaction involves a grant of stock appreciation rights, not an open-market share purchase or sale. The reported amendment only corrects the exercise price of this equity award, leaving all other details from the original disclosure unchanged.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/03/2026 - 09:25 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gratziani Stephan Paulo

(Last) (First) (Middle)

800 WEST OLYMPIC BLVD.

SUITE 406

(Street)

LOS ANGELES CA 90015

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/27/2026

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$19.26(1)	02/25/2026		A		215,033		(2)	02/25/2036	Common Stock	215,033	$0	215,033	D

Explanation of Responses:

1. This amendment is being filed solely to correct the exercise price, which was previously reported as $10.51. No other information in the original Form 4 has been changed.

2. Consists of stock appreciation rights ("SARs") granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. These SARs will vest in one-third increments on each of February 25, 2027, February 25, 2028, and February 25, 2029, subject to continued service through such date.

	/s/ Alaaeddine Sahibi, as Attorney-In-Fact for Stephan Paulo Gratziani	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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