STOCK TITAN

Herbalife (NYSE: HLF) COO sells shares after exercising stock appreciation rights

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

HERBALIFE LTD. Chief Operating Officer Troy Hicks reported multiple stock transactions involving common shares. On May 18, 2026, he exercised stock appreciation rights covering 83,270 shares at exercise prices of $9.58 and $8.31 per share, converting these awards into common stock.

On the same date, a total of 72,626 shares were disposed of to cover tax obligations at a reported price of $12.59 per share. Hicks also conducted open-market sales of 38,377 shares on May 18 at a weighted average price of $12.9325 per share and 10,000 shares on May 19 at a weighted average price of $12.3245 per share.

Following these transactions, Hicks directly owned 9,706 shares of Herbalife common stock. The filing notes that the sale prices were weighted averages for trades executed within stated price ranges.

Positive

  • None.

Negative

  • None.
Insider Hicks Troy
Role Chief Operating Officer
Sold 48,377 shs ($620K)
Type Security Shares Price Value
Sale Common Stock 10,000 $12.3245 $123K
Exercise Stock Appreciation Right 17,481 $0.00 --
Exercise Stock Appreciation Right 65,789 $0.00 --
Sale Common Stock 38,377 $12.9325 $496K
Exercise Common Stock 17,481 $8.31 $145K
Tax Withholding Common Stock 14,562 $12.59 $183K
Exercise Common Stock 65,789 $9.58 $630K
Tax Withholding Common Stock 58,064 $12.59 $731K
Holdings After Transaction: Common Stock — 9,706 shares (Direct, null); Stock Appreciation Right — 34,964 shares (Direct, null)
Footnotes (1)
  1. The reported price is a weighted average price. The Shares were sold in multiple transactions at prices ranging from $12.7550 to $13.1300. Upon request, the Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each price within the range set forth above. Includes 3,407 shares acquired under the Issuer's Employee Stock Purchase Plan in 2025 subsequent to the Reporting Person's last Form 4. The reported price is a weighted average price. The Shares were sold in multiple transactions at prices ranging from $12.2300 to $12.4100. Upon request, the Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each price within the range set forth above.
Open-market sales 48,377 shares Common Stock sold on May 18–19, 2026
May 18 sale price $12.9325/share Weighted average price for 38,377 shares sold
May 19 sale price $12.3245/share Price per share for 10,000 shares sold
Awards exercised 83,270 shares Common Stock from stock appreciation right exercises
Exercise prices $9.58 and $8.31/share Stock appreciation right conversion prices
Tax withholding shares 72,626 shares Shares delivered to satisfy tax obligations at $12.59
Shares held after 9,706 shares Direct common stock holdings after transactions
Stock Appreciation Right financial
"security_title": "Stock Appreciation Right""
A stock appreciation right (SAR) is a form of employee pay that gives the holder the right to receive the increase in a company's share price over a set reference price, paid in cash or shares, without having to buy stock first. It matters to investors because SARs can create future cash outflows or dilute existing shareholders if settled in stock, and they align employee incentives with share-price performance like a bonus tied to a home's price rise.
weighted average price financial
"The reported price is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
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.
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
Employee Stock Purchase Plan financial
"acquired under the Issuer's Employee Stock Purchase Plan in 2025"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
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*
Hicks Troy

(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 Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026
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 Stock05/18/2026S38,377D$12.9325(1)9,062(2)D
Common Stock05/18/2026M17,481A$8.3126,543D
Common Stock05/18/2026F14,562D$12.5911,981D
Common Stock05/18/2026M65,789A$9.5877,770D
Common Stock05/18/2026F58,064D$12.5919,706D
Common Stock05/19/2026S10,000D$12.3245(3)9,706D
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
Stock Appreciation Right$8.3105/18/2026M17,48102/21/202602/21/2035Common Stock17,481$0.0034,964D
Stock Appreciation Right$9.5805/18/2026M65,78905/03/202505/03/2034Common Stock65,789$0.0032,895D
Explanation of Responses:
1. The reported price is a weighted average price. The Shares were sold in multiple transactions at prices ranging from $12.7550 to $13.1300. Upon request, the Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each price within the range set forth above.
2. Includes 3,407 shares acquired under the Issuer's Employee Stock Purchase Plan in 2025 subsequent to the Reporting Person's last Form 4.
3. The reported price is a weighted average price. The Shares were sold in multiple transactions at prices ranging from $12.2300 to $12.4100. Upon request, the Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each price within the range set forth above.
Alaaeddine Sahibi, as Attorney-In-Fact for Troy Hicks05/20/2026
** 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)

FAQ

What did Herbalife (HLF) COO Troy Hicks report in this Form 4?

Troy Hicks reported exercising stock appreciation rights and related share dispositions. He converted awards into 83,270 common shares, had 72,626 shares withheld for taxes, and completed open-market sales totaling 48,377 shares over May 18–19, 2026.

How many Herbalife (HLF) shares did COO Troy Hicks sell?

Troy Hicks reported open-market sales of 38,377 shares on May 18, 2026, and 10,000 shares on May 19, 2026. The total of 48,377 shares was sold at weighted average prices of $12.9325 and $12.3245 per share, respectively.

What exercise prices applied to Troy Hicks’s Herbalife equity awards?

Hicks exercised stock appreciation rights linked to 65,789 shares at an exercise price of $9.58 and 17,481 shares at $8.31. These exercises converted his derivative awards into Herbalife common stock before subsequent tax withholding and sales transactions.

How many Herbalife (HLF) shares does Troy Hicks hold after these transactions?

After exercising stock appreciation rights, settling tax obligations, and selling shares, Troy Hicks directly held 9,706 shares of Herbalife common stock. This figure reflects his position as of the latest reported transaction date in May 2026 in the Form 4.

Were Troy Hicks’s Herbalife share sales done at single prices or ranges?

The reported sale prices are weighted averages for trades executed in price ranges. One batch was sold between $12.7550 and $13.1300 per share, and another between $12.2300 and $12.4100 per share, with full breakdowns available upon request to the issuer.