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Herbalife (HLF) CCO Lamberti surrenders 8,224 shares for RSU tax withholding

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HERBALIFE LTD. Chief Commercial Officer Frank Lamberti reported routine tax-related share dispositions tied to restricted stock unit vesting. On May 3 and May 4, 2026, a total of 8,224 Common Stock shares were withheld at prices of $16.28 and $15.82 per share to satisfy tax obligations. After these non-market transactions, he directly holds 179,543 shares of Herbalife common stock.

Positive

  • None.

Negative

  • None.
Insider Lamberti Frank
Role Chief Commercial Officer
Type Security Shares Price Value
Tax Withholding Common Stock 2,027 $15.82 $32K
Tax Withholding Common Stock 6,197 $16.28 $101K
Holdings After Transaction: Common Stock — 179,543 shares (Direct, null)
Footnotes (1)
  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. 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 4, 2023.
Tax-withholding shares (total) 8,224 shares Shares withheld to satisfy tax obligations from RSU vesting
Tax-withholding on May 3, 2026 6,197 shares at $16.28/share Common Stock withheld for tax obligations
Tax-withholding on May 4, 2026 2,027 shares at $15.82/share Common Stock withheld for tax obligations
Shares held after transactions 179,543 shares Directly held Herbalife common stock after tax-withholding dispositions
Tax-withholding transactions count 2 transactions Both coded F for payment of tax liability
restricted stock units financial
"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-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.
Common Stock financial
""security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
tax obligations financial
"shares withheld to satisfy tax obligations due in connection with the vesting"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Commercial 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/03/2026F6,197(1)D$16.28181,570D
Common Stock05/04/2026F2,027(2)D$15.82179,543D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. 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 4, 2023.
Alaaeddine Sahibi, as Attorney-In-Fact for Frank Lamberti05/05/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Herbalife (HLF) Chief Commercial Officer Frank Lamberti report?

Frank Lamberti reported tax-related share dispositions, not open-market trades. A total of 8,224 Herbalife common shares were withheld to cover tax obligations arising from vesting restricted stock units, while he continues to hold 179,543 shares directly after these routine transactions.

How many Herbalife (HLF) shares were withheld for Frank Lamberti’s tax obligations?

In total, 8,224 Herbalife common shares were withheld for tax obligations. This includes 6,197 shares at $16.28 per share and 2,027 shares at $15.82 per share, all connected to the vesting of previously granted restricted stock units.

Does the Herbalife (HLF) Form 4 show Frank Lamberti selling shares on the open market?

The Form 4 does not show open-market sales by Frank Lamberti. Both transactions are coded “F,” indicating shares were surrendered to satisfy tax liabilities from restricted stock unit vesting rather than discretionary buying or selling in the open market.

How many Herbalife (HLF) shares does Frank Lamberti hold after the reported Form 4 transactions?

After the reported tax-withholding dispositions, Frank Lamberti directly holds 179,543 Herbalife common shares. These holdings remain after 8,224 shares were withheld to pay taxes tied to the vesting of restricted stock units granted in 2023 and 2024.

What restricted stock unit grants triggered Frank Lamberti’s Herbalife (HLF) tax-withholding transactions?

The tax-withholding transactions relate to restricted stock units granted on May 4, 2023 and May 3, 2024. When these units vested, Herbalife withheld 8,224 common shares in total to satisfy Lamberti’s associated tax obligations instead of requiring separate cash payments.