Herbalife (HLF) CCO awarded 40,437 stock appreciation rights vesting through 2029

Rhea-AI Filing Summary

Lamberti Frank reported acquisition or exercise transactions in this Form 4 filing.

Herbalife Ltd. Chief Commercial Officer Frank Lamberti received a grant of 40,437 stock appreciation rights (SARs) on February 25, 2026 under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. These SARs were awarded at a price of $0.00 per right.

The SARs vest in three equal installments, with one-third vesting on February 25, 2027, one-third on February 25, 2028, and the final one-third on February 25, 2029, subject to Mr. Lamberti’s continued service through each vesting date. Following this grant, he holds 40,437 SARs directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Lamberti Frank

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights	40,437	$0.00	--

Holdings After Transaction: Stock Appreciation Rights — 40,437 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Lamberti Frank

(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 Commercial Officer

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

4. 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 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	$10.51	02/25/2026		A		40,437		(1)	02/25/2036	Common Stock	40,437	$0	40,437	D

Explanation of Responses:

1. 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 Frank Lamberti	02/27/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Herbalife (HLF) executive Frank Lamberti report in this Form 4 filing?

Frank Lamberti reported receiving a grant of 40,437 stock appreciation rights (SARs) on February 25, 2026. The award was granted at $0.00 per right under Herbalife’s Amended and Restated 2023 Stock Incentive Plan, increasing his directly held SARs to 40,437.

Are the Herbalife (HLF) stock appreciation rights granted to Frank Lamberti immediately vested?

No, the 40,437 SARs granted to Frank Lamberti are not immediately vested. They vest in three equal installments on February 25, 2027, February 25, 2028, and February 25, 2029, and each tranche requires his continued service through the applicable vesting date.

What compensation plan governs Frank Lamberti’s stock appreciation rights at Herbalife (HLF)?

The stock appreciation rights granted to Frank Lamberti are issued under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. This plan provides equity-based awards, such as SARs, to align executive compensation with company performance and long-term shareholder interests, subject to vesting conditions.

How many stock appreciation rights does Frank Lamberti hold after this Herbalife (HLF) Form 4 transaction?

After this transaction, Frank Lamberti holds 40,437 stock appreciation rights directly. All of these SARs come from the single grant reported on February 25, 2026, and they will vest in three equal annual installments starting in 2027, assuming continued service.

Did Frank Lamberti buy or sell Herbalife (HLF) common shares in this Form 4 filing?

No common share purchase or sale was reported. The Form 4 shows an acquisition of 40,437 stock appreciation rights as a grant/award, coded as an “A” transaction. It reflects compensation in derivative securities, rather than an open-market trade in Herbalife stock.