Herbalife (HLF) executive chairman awarded RSUs and SARs in Form 4/A

Rhea-AI Filing Summary

Herbalife Ltd. Executive Chairman Michael Johnson reported an amended insider filing reflecting equity awards granted on February 25, 2026. He was granted 399,619 stock appreciation rights and 72,689 restricted stock units under the Amended and Restated 2023 Stock Incentive Plan. Both the SARs and RSUs vest in two equal installments, 50% on February 25, 2027 and 50% on February 25, 2028, contingent on continued service. The amendment states it was filed solely to correct a previously reported exercise price; 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^*

JOHNSON MICHAEL

(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)

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

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
Common Stock	02/25/2026		A		72,689(1)	A	$0	887,415	D

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(2)	02/25/2026		A		399,619		(3)	02/25/2036	Common Stock	399,619	$0	399,619	D

Explanation of Responses:

1. Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan (the "Plan"). These RSUs will vest in two installments, 50% on February 25, 2027, and 50% on February 25, 2028, subject to continued service through such date.

2. 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.

3. Consists of stock appreciation rights ("SARs") granted under the Plan. These SARs will vest in two installments, 50% on February 25, 2027, and 50% on February 25, 2028, subject to continued service through such date.

	/s/ Alaaeddine Sahibi, as Attorney-In-Fact for Michael O. Johnson	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 Michael Johnson?

Herbalife Executive Chairman Michael Johnson reported the grant of 399,619 stock appreciation rights and 72,689 restricted stock units on February 25, 2026. These awards were made under Herbalife’s Amended and Restated 2023 Stock Incentive Plan as part of his equity-based compensation.

Why is this Herbalife (HLF) Form 4 filing labeled as an amendment?

The filing is an amendment because it corrects the exercise price previously reported for an award. The company states the amendment was filed solely to fix this exercise price figure and that no other information from the original Form 4 was changed.

How do Michael Johnson’s new Herbalife (HLF) RSUs vest?

Michael Johnson’s restricted stock units vest in two equal installments: 50% on February 25, 2027 and 50% on February 25, 2028. Vesting is conditioned on his continued service with Herbalife through each of those specified vesting dates.

What are the terms of Michael Johnson’s Herbalife (HLF) stock appreciation rights?

Johnson received 399,619 stock appreciation rights granted under the 2023 Stock Incentive Plan. These SARs vest in two tranches, with 50% vesting on February 25, 2027 and the remaining 50% on February 25, 2028, subject to continued service requirements.

Did Michael Johnson buy or sell Herbalife (HLF) shares for cash in this Form 4/A?

No cash stock purchase or sale was reported. The Form 4/A reflects equity awards granted to Michael Johnson—restricted stock units and stock appreciation rights—with a reported per-share transaction price of $0.00, indicating a compensatory grant rather than an open-market trade.