Herbalife CLO covers RSU taxes with share withholding

Rhea-AI Filing Summary

HERBALIFE LTD. Chief Legal Officer Henry C. Wang reported routine share dispositions related to tax withholding, not open-market sales. On two consecutive days, shares of common stock were withheld to cover taxes triggered by the vesting of previously granted restricted stock units.

In total, 10,562 shares were withheld for tax obligations tied to RSUs granted in 2023 and 2024. After these transactions, Wang directly holds 142,514 shares of Herbalife common stock, including 4,099 shares acquired earlier through the company’s Employee Stock Purchase Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 10,562 shares

Exercise Price or Tax Liability 2 txns

Insider Wang Henry C

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,365	$15.82	$69K
Exercise Price or Tax Liability	Common Stock	6,197	$16.28	$101K

Holdings After Transaction: Common Stock — 142,514 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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.
3. F3. Balance includes 4,099 shares purchased through the Issuer's Employee Stock Purchase Plan that were not previously reported on the Reporting Person's most recent Form 4.

Key Figures

Tax-withheld shares on 2026-05-04: 4,365 shares at $15.82 Tax-withheld shares on 2026-05-03: 6,197 shares at $16.28 Total shares withheld for taxes: 10,562 shares +1 more

4 metrics

Tax-withheld shares on 2026-05-04 4,365 shares at $15.82 Shares withheld to satisfy tax obligations on RSU vesting granted May 4, 2023

Tax-withheld shares on 2026-05-03 6,197 shares at $16.28 Shares withheld to satisfy tax obligations on RSU vesting granted May 3, 2024

Total shares withheld for taxes 10,562 shares Combined tax-withholding dispositions tied to RSU vesting

Shares held after transactions 142,514 shares Direct Herbalife common stock holdings following tax-withholding entries

Key Terms

restricted stock units, withheld to satisfy tax obligations, Employee Stock Purchase Plan, tax-withholding disposition

4 terms

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.

withheld to satisfy tax obligations financial

"Represents shares withheld to satisfy tax obligations due in connection with the vesting"

Employee Stock Purchase Plan financial

"shares purchased through the Issuer's Employee Stock Purchase Plan that were not previously reported"

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did Herbalife (HLF) report for Henry C. Wang?

Herbalife Chief Legal Officer Henry C. Wang reported share dispositions used to pay taxes on restricted stock units. These were tax-withholding transactions, not open-market sales, and occurred when his RSUs vested in early May, based on prior equity grants.

How many Herbalife shares were withheld for taxes in this Form 4?

A total of 10,562 Herbalife common shares were withheld to satisfy tax obligations. The transactions reflect 4,365 shares at $15.82 and 6,197 shares at $16.28, all tied to vesting of previously granted restricted stock units.

Does the Herbalife CLO still hold a significant stake after these transactions?

Yes, after the tax-withholding dispositions, Henry C. Wang directly holds 142,514 Herbalife common shares. This remaining position includes 4,099 shares previously purchased through the company’s Employee Stock Purchase Plan, which had not been reported in his prior Form 4 filing.

Were the Herbalife insider transactions open-market sales or tax-related?

The reported Herbalife insider transactions were tax-related, not open-market sales. Shares were withheld by the company to cover tax obligations arising from the vesting of restricted stock units that had been granted to Henry C. Wang in 2023 and 2024.

What grants triggered the Herbalife share withholding for Henry C. Wang?

The share withholding stemmed from vesting of restricted stock units granted to Henry C. Wang on May 4, 2023 and May 3, 2024. When these RSUs vested, Herbalife withheld common shares to pay the related tax liabilities on his equity compensation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 09:38 PM EDT Learn about SEC filing dates

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^*

Wang Henry C

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/03/2026		F		6,197(1)	D	$16.28	146,879	D
Common Stock	05/04/2026		F		4,365(2)	D	$15.82	142,514(3)	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

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.

3. Balance includes 4,099 shares purchased through the Issuer's Employee Stock Purchase Plan that were not previously reported on the Reporting Person's most recent Form 4.

	Alaaeddine Sahibi, as Attorney-In-Fact for Henry C. Wang	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)