Herbalife (NYSE: HLF) CFO awarded 45,195 stock appreciation rights

Rhea-AI Filing Summary

Herbalife Ltd. Chief Financial Officer John DeSimone reported the grant of 45,195 stock appreciation rights (SARs) on February 25, 2026 under the company’s Amended and Restated 2023 Stock Incentive Plan. This amended filing corrects the SARs’ exercise price, which was previously reported incorrectly.

The SARs vest in three equal installments on February 25, 2027, February 25, 2028, and February 25, 2029, subject to Mr. DeSimone’s continued service through each vesting date. No other information from the original Form 4 was changed.

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

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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^*

DeSimone John

(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 Financial 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		45,195		(2)	02/25/2036	Common Stock	45,195	$0	45,195	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 John DeSimone	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Herbalife (HLF) report for CFO John DeSimone?

Herbalife Chief Financial Officer John DeSimone reported receiving a grant of 45,195 stock appreciation rights (SARs) on February 25, 2026. These SARs were issued under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan as part of his equity compensation.

Why was this Herbalife (HLF) Form 4/A filed as an amendment?

The Form 4/A was filed to correct the exercise price of previously reported stock appreciation rights, which had been shown as $10.51. The amendment states that no other information from the original Form 4 was changed by this correction.

How many stock appreciation rights did Herbalife’s CFO receive in this filing?

Herbalife’s CFO received 45,195 stock appreciation rights (SARs) as reported in the Form 4/A. Following this grant, the total number of SARs reported as held from this award is also 45,195, reflecting a new grant rather than a trade in existing securities.

What is the vesting schedule for the Herbalife (HLF) SARs granted to the CFO?

The 45,195 SARs granted to Herbalife’s CFO vest in three equal installments. One-third vests on February 25, 2027, another third on February 25, 2028, and the final third on February 25, 2029, subject to continued service each year.

Are the Herbalife (HLF) SARs grant to the CFO an open-market stock purchase?

No, the reported transaction is a grant of stock appreciation rights, not an open-market stock purchase. The transaction code is A, described as a grant, award, or other acquisition, with a transaction price per share of $0.0000 for the derivative award.

Under which plan were the Herbalife (HLF) SARs granted to the CFO?

The SARs were granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. This plan provides equity-based awards such as stock appreciation rights, and the grant to the CFO is structured to vest over three years, tied to continued service through each vesting date.