Herbalife (HLF) CEO reports 3,664-share tax withholding on RSU vesting

Rhea-AI Filing Summary

HERBALIFE LTD. Chief Executive Officer Stephan Paulo Gratziani reported a tax-related share disposition. On February 16, 2026, 3,664 shares of common stock were withheld at $15.90 per share to cover tax obligations triggered by the vesting of previously granted restricted stock units. After this withholding, Gratziani directly owned 115,183 common shares.

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^*

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)
02/16/2026

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
Common Stock	02/16/2026		F		3,664(1)	D	$15.9	115,183	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 February 16, 2024.

	/s/ Alaaeddine Sahibi, as Attorney-In-Fact for Stephan Paulo Gratziani	02/18/2026
	** 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) CEO Stephan Paulo Gratziani report?

HERBALIFE CEO Stephan Paulo Gratziani reported a tax-withholding disposition of 3,664 common shares. The shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units granted on February 16, 2024, rather than sold in an open-market transaction.

Was the HERBALIFE (HLF) CEO’s Form 4 transaction an open-market stock sale?

The CEO’s Form 4 transaction was not an open-market sale. It reflects shares withheld to cover tax obligations when previously granted restricted stock units vested, meaning the shares were retained by the company for taxes instead of being sold on the open market.

How many HERBALIFE (HLF) shares were withheld for the CEO’s tax obligations?

A total of 3,664 HERBALIFE common shares were withheld for tax obligations. The withholding occurred at a price of $15.90 per share in connection with the vesting of restricted stock units that had been granted to the CEO on February 16, 2024.

How many HERBALIFE (HLF) shares does the CEO own after this Form 4 transaction?

After the tax-withholding disposition, the CEO directly owns 115,183 HERBALIFE common shares. This figure reflects his remaining direct holdings following the withholding of 3,664 shares to satisfy tax obligations tied to vested restricted stock units.

What does transaction code “F” mean in the HERBALIFE (HLF) CEO’s Form 4?

Transaction code “F” indicates shares were used to pay a tax liability or exercise price. In this case, 3,664 shares of HERBALIFE common stock were withheld to satisfy tax obligations generated by the vesting of restricted stock units granted on February 16, 2024.