Herbalife CEO has shares withheld for taxes

Rhea-AI Filing Summary

HERBALIFE LTD. Chief Executive Officer Stephan Paulo Gratziani reported a tax-related share disposition on Common Stock. On May 3, 2026, 7,873 shares were withheld at $16.28 per share to satisfy tax obligations from vesting restricted stock units. After this withholding, he directly holds 107,310 shares. This was not an open-market sale but an automatic tax-withholding transaction tied to equity compensation.

Insider Trade Summary

Exercise Price or Tax Liability: 7,873 shares

Exercise Price or Tax Liability 1 txn

Insider Gratziani Stephan Paulo

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	7,873	$16.28	$128K

Holdings After Transaction: Common Stock — 107,310 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld to satisfy tax obligations due in connection with the vesting of restricted stock units previously granted to the Reporting Person on May 3, 2024.

Key Figures

Shares withheld for taxes: 7,873 shares Reporting price per share: $16.28 per share Shares held after transaction: 107,310 shares +1 more

4 metrics

Shares withheld for taxes 7,873 shares Tax-withholding disposition on May 3, 2026

Reporting price per share $16.28 per share Value used for tax-withholding entry

Shares held after transaction 107,310 shares CEO’s direct Herbalife common stock holdings post-transaction

Tax-withholding shares flagged 7,873 shares transactionSummary taxWithholdingShares

Key Terms

restricted stock units, tax obligations, tax-withholding disposition, Form 4

4 terms

restricted stock units financial

"the vesting of restricted stock units previously granted to the Reporting Person"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax obligations financial

"shares withheld to satisfy tax obligations due in connection with the vesting"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transaction did HLF CEO Stephan Paulo Gratziani report on this Form 4?

The CEO reported shares withheld for taxes, not an open-market trade. On May 3, 2026, 7,873 Herbalife common shares were withheld to cover tax obligations from vesting restricted stock units, leaving him with 107,310 directly held shares afterward.

Was the Herbalife (HLF) CEO’s Form 4 transaction a stock sale in the market?

No, the Form 4 shows a tax-withholding disposition, not a market sale. Shares were automatically withheld by the company at vesting of restricted stock units to satisfy tax obligations, a common administrative step in equity compensation plans.

How many Herbalife (HLF) shares were withheld for taxes from the CEO’s equity award?

A total of 7,873 Herbalife common shares were withheld. The filing states these shares were retained by the company to satisfy tax obligations arising from the vesting of restricted stock units previously granted to the CEO on May 3, 2024.

What is the remaining Herbalife (HLF) shareholding of CEO Stephan Paulo Gratziani after this Form 4 event?

Following the tax-withholding transaction, the CEO directly holds 107,310 Herbalife common shares. This figure reflects his post-transaction ownership after 7,873 shares were withheld to cover tax obligations linked to the vesting restricted stock units.

What price per share is shown for the Herbalife (HLF) CEO’s tax-withholding transaction?

The Form 4 reports a price of $16.28 per Herbalife common share for the tax-withholding entry. This figure is typically used for reporting purposes when calculating the value of shares withheld to satisfy the officer’s tax obligations on vested awards.

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

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Accepted by SEC EDGAR 05/05/2026 - 09:40 PM EDT 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 CALIFORNIA 90015

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2026

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

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

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

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	05/03/2026		F		7,873(1)	D	$16.28	107,310	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

Explanation of Responses:

1. Represents shares withheld to satisfy tax obligations due in connection with the vesting of restricted stock units previously granted to the Reporting Person on May 3, 2024.

	Alaaeddine Sahibi, as Attorney-In-Fact for Stephan Paulo Gratziani	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)