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Herbalife (NYSE: HLF) chair receives new RSU and SAR equity awards

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Form Type
4

Rhea-AI Filing Summary

JOHNSON MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

HERBALIFE LTD. Executive Chairman Michael Johnson reported equity awards rather than open-market trades. On February 25, 2026, he was granted 399,619 stock appreciation rights at $0.00 per share and 72,689 restricted stock units representing common stock.

Both the RSUs and SARs were granted under the company’s stock incentive plan and vest in two equal installments: 50% on February 25, 2027 and 50% on February 25, 2028, subject to continued service. Following these awards, his direct common stock holdings reported total 887,415 shares.

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Insider JOHNSON MICHAEL
Role Executive Chairman
Type Security Shares Price Value
Grant/Award Stock Appreciation Rights 399,619 $0.00 --
Grant/Award Common Stock 72,689 $0.00 --
Holdings After Transaction: Stock Appreciation Rights — 399,619 shares (Direct); Common Stock — 887,415 shares (Direct)
Footnotes (1)
  1. Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan (the "Plan"). These RSUs will vest in two installments, 50% on February 25, 2027, and 50% on February 25, 2028, subject to continued service through such date. Consists of stock appreciation rights ("SARs") granted under the Plan. These SARs will vest in two installments, 50% on February 25, 2027, and 50% on February 25, 2028, subject to continued service through such date.
Form 4 Insider Transactions: What Each Field Means →
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
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*
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
X Officer (give title below) Other (specify below)
Executive Chairman
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
Common Stock 02/25/2026 A 72,689(1) A $0 887,415 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
Stock Appreciation Rights $10.51 02/25/2026 A 399,619 (2) 02/25/2036 Common Stock 399,619 $0 399,619 D
Explanation of Responses:
1. Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan (the "Plan"). These RSUs will vest in two installments, 50% on February 25, 2027, and 50% on February 25, 2028, subject to continued service through such date.
2. Consists of stock appreciation rights ("SARs") granted under the Plan. These SARs will vest in two installments, 50% on February 25, 2027, and 50% on February 25, 2028, subject to continued service through such date.
/s/ Alaaeddine Sahibi, as Attorney-In-Fact for Michael O. Johnson 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Herbalife (HLF) Executive Chairman Michael Johnson receive?

Michael Johnson received equity-based compensation, not market purchases. He was granted 399,619 stock appreciation rights and 72,689 restricted stock units representing Herbalife common stock, all at a grant price of $0.00 per share under the company’s stock incentive plan.

When do Michael Johnson’s new Herbalife (HLF) RSUs and SARs vest?

Both the restricted stock units and stock appreciation rights vest in two stages. Half of each award vests on February 25, 2027, and the remaining half vests on February 25, 2028, provided Johnson continues to serve with the company through those dates.

Did Michael Johnson buy or sell Herbalife (HLF) shares in this Form 4?

The Form 4 reflects grant or award acquisitions, not open-market trades. Johnson acquired stock appreciation rights and restricted stock units at a price of $0.00 per share as part of his compensation, with future vesting rather than immediate cash purchases or sales.

How many Herbalife (HLF) shares does Michael Johnson hold after these awards?

After the reported equity awards, Michael Johnson’s direct holdings of Herbalife common stock total 887,415 shares. This figure reflects his position following the 72,689 restricted stock units reported as common stock in the non-derivative portion of the Form 4.

Under which plan were Michael Johnson’s new Herbalife (HLF) awards granted?

The stock appreciation rights and restricted stock units were granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan, which governs equity-based compensation. Both award types vest 50% in 2027 and 50% in 2028, subject to continued service.