Herbalife (NYSE: HLF) CEO receives 215,033 stock appreciation rights grant

Rhea-AI Filing Summary

Gratziani Stephan Paulo reported acquisition or exercise transactions in this Form 4 filing.

HERBALIFE LTD. Chief Executive Officer Stephan Paulo Gratziani reported receiving a grant of 215,033 stock appreciation rights on February 25, 2026. These rights were granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan as equity-based compensation.

The stock appreciation rights will vest in one-third increments on February 25, 2027, February 25, 2028, and February 25, 2029, and each installment is subject to his continued service with the company through the applicable vesting date.

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^*

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)
02/25/2026

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		215,033		(1)	02/25/2036	Common Stock	215,033	$0	215,033	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 Stephan Paulo Gratziani	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) CEO Stephan Paulo Gratziani report?

Herbalife CEO Stephan Paulo Gratziani reported acquiring 215,033 stock appreciation rights on February 25, 2026. The grant is equity compensation under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan, rather than an open-market stock purchase or sale.

How many stock appreciation rights were granted to the Herbalife (HLF) CEO and how do they vest?

The Herbalife CEO received 215,033 stock appreciation rights. They vest in three equal installments on February 25, 2027, February 25, 2028, and February 25, 2029, with each vesting tranche conditioned on his continued service through the respective date.

Under which plan were Stephan Paulo Gratziani’s Herbalife (HLF) stock appreciation rights granted?

The stock appreciation rights granted to Stephan Paulo Gratziani were issued under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. This plan provides equity-based awards, and the reported grant consists entirely of stock appreciation rights tied to service-based vesting.

Does the Herbalife (HLF) CEO’s Form 4 indicate a stock sale or purchase?

The Form 4 shows no stock sale or open-market purchase by the Herbalife CEO. It reports a grant of 215,033 stock appreciation rights with a transaction price per right reported as 0.0000, reflecting compensation rather than a market trade.

What service condition applies to the Herbalife (HLF) CEO’s stock appreciation rights grant?

Each portion of the CEO’s stock appreciation rights vests only if he continues serving through the relevant date. One-third vests on February 25 of 2027, 2028, and 2029, making continued service a key requirement for full vesting of the award.