Herbalife (HLF) director RSU tax-withholding: 125,849 shares disposed

Rhea-AI Filing Summary

Michael Johnson, a director of Herbalife Ltd. (HLF), reported a transaction dated 08/29/2025 where 125,849 shares of Common Stock were disposed of at a price of $9.78 per share (Transaction Code F). Following the reported disposition, the filing shows the Reporting Person beneficially owns 814,726 shares, held directly. The filing states these shares were withheld to satisfy tax obligations arising from the vesting of Restricted Stock Units that had been granted on February 16, 2024. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Clear disclosure of the transaction date, amount, price, and reason (tax withholding for vested RSUs).
• Substantial remaining ownership is reported: 814,726 shares beneficially owned directly after the disposition.
• Form filed by one reporting person and signed by an attorney-in-fact, indicating procedural completion.

Negative

• Disposition of 125,849 shares reduces the reporting person’s stake, albeit for tax withholding purposes.
• Transaction price $9.78 indicates the shares were not retained, which slightly lowers direct share count.

Insights

Corporate Governance Expert

TL;DR: Director sold shares via tax-withholding of vested RSUs; ownership remains substantial and transaction appears administrative.

The filing documents a common post-vesting administrative action: shares were withheld to satisfy tax withholding on RSUs granted Feb 16, 2024. The transaction code is F and 125,849 shares were disposed at $9.78, leaving 814,726 shares beneficially owned directly. This does not indicate an open-market sale for liquidity but a withholding to cover taxes; the report is specific and clear about the reason for disposition.

Securities Analyst

TL;DR: Materiality is limited; the disposition reduces share count modestly and is disclosure-compliant.

The Form 4 shows an administrative disposal tied to RSU vesting rather than a discretionary sale. Key figures are explicit: 125,849 shares withheld at $9.78, with 814,726 shares remaining. The filing identifies the reporter as a director and was executed by an attorney-in-fact. From a disclosure standpoint the item is complete and provides required detail for investor records.

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

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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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		F		125,849(1)	D	$9.78	814,726	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.

	Alaaeddine Sahibi, as Attorney-In-Fact for Michael O. Johnson	09/03/2025
	** 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 Michael Johnson report on Form 4 for HLF?

He reported a disposition of 125,849 shares on 08/29/2025 at $9.78 per share, with 814,726 shares remaining beneficially owned.

Why were the 125,849 shares disposed of according to the filing?

They were withheld to satisfy tax obligations related to the vesting of Restricted Stock Units granted on February 16, 2024.

What is the transaction code and what does it show on the Form 4?

Transaction Code F is indicated for the 08/29/2025 transaction; the form explicitly lists this code alongside the disposal details.

Who signed the Form 4 and when was it signed?

The form was signed by Alaaeddine Sahibi as Attorney-In-Fact for Michael O. Johnson on 09/03/2025.

How many shares does Michael Johnson beneficially own after the transaction?

814,726 shares are reported as beneficially owned following the reported transaction.