Herbalife (NYSE: HLF) CFO awarded 45,195 stock appreciation rights

Rhea-AI Filing Summary

DeSimone John reported acquisition or exercise transactions in this Form 4 filing.

HERBALIFE LTD. Chief Financial Officer John DeSimone received a grant of 45,195 stock appreciation rights under the Amended and Restated 2023 Stock Incentive Plan. These rights were granted at a price of $0.00 per right and will vest in three equal installments on February 25 of 2027, 2028, and 2029, contingent on his continued service with the company.

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^*

DeSimone John

(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 Financial 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		45,195		(1)	02/25/2036	Common Stock	45,195	$0	45,195	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 John DeSimone	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).
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FAQ

What insider transaction did Herbalife (HLF) report for CFO John DeSimone?

Herbalife reported that CFO John DeSimone received a grant of 45,195 stock appreciation rights. The award was issued under the Amended and Restated 2023 Stock Incentive Plan as compensation, not an open-market stock purchase or sale.

How many stock appreciation rights were granted to the Herbalife (HLF) CFO?

The Herbalife Chief Financial Officer was granted 45,195 stock appreciation rights. These derivative awards give value based on Herbalife’s share price performance, rather than delivering shares immediately, and are structured as part of his long-term incentive compensation package.

When do John DeSimone’s Herbalife (HLF) stock appreciation rights vest?

The stock appreciation rights vest in three equal installments on February 25, 2027, February 25, 2028, and February 25, 2029. Each vesting tranche is conditioned on John DeSimone’s continued service with Herbalife through the respective vesting date.

What plan governs the new stock appreciation rights for Herbalife (HLF) CFO?

The new stock appreciation rights were granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. This plan authorizes equity-based awards for executives and employees, aligning compensation with long-term company performance through stock-linked incentives.

Did the Herbalife (HLF) CFO pay anything for the granted stock appreciation rights?

The reporting shows the stock appreciation rights were granted at a price of $0.00 per right. This indicates they were issued as a compensatory award, not purchased in the market, consistent with standard executive equity incentive grants.

Is the Herbalife (HLF) Form 4 transaction a buy or sell of common shares?

The Form 4 reflects an acquisition of derivative securities, not a buy or sell of common shares. It records a grant of stock appreciation rights to the CFO as compensation, with value tied to Herbalife’s future share price performance over time.