Herbalife (NYSE: HLF) COO awarded 33,301 stock appreciation rights

Rhea-AI Filing Summary

Hicks Troy reported acquisition or exercise transactions in this Form 4 filing.

Herbalife Ltd.'s Chief Operating Officer, Troy Hicks, received a grant of 33,301 stock appreciation rights (SARs) on February 25, 2026. These SARs were issued at a price of $0.00 per right and increase in value if the company’s stock price rises.

The award was granted under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. The SARs will vest in three equal installments on February 25, 2027, February 25, 2028, and February 25, 2029, as long as Hicks continues in service through each 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

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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^*

Hicks Troy

(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 Operating 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		33,301		(1)	02/25/2036	Common Stock	33,301	$0	33,301	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 Troy Hicks	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Troy Hicks reported receiving a grant of 33,301 stock appreciation rights. The award was issued at $0.00 per right under Herbalife Ltd.’s Amended and Restated 2023 Stock Incentive Plan, aligning his compensation partly with future stock performance.

How many stock appreciation rights did Herbalife (HLF) grant to its COO?

Herbalife granted its Chief Operating Officer 33,301 stock appreciation rights. These rights provide value based on future increases in Herbalife’s share price and are part of equity-based compensation under the company’s 2023 Stock Incentive Plan.

When do Troy Hicks’ Herbalife (HLF) stock appreciation rights vest?

The stock appreciation rights vest in three equal parts over three years. One-third vests on February 25, 2027, another third on February 25, 2028, and the final third on February 25, 2029, subject to continued service through each date.

What plan governs the stock appreciation rights granted to Herbalife (HLF) COO?

The grant is made under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan. This plan authorizes equity-based awards like stock appreciation rights to align executive compensation with company performance over time.

Did Troy Hicks buy or sell Herbalife (HLF) shares in this Form 4?

No open-market buy or sell occurred; this filing reports an equity award. Troy Hicks acquired 33,301 stock appreciation rights as a grant, with value tied to future stock price performance rather than an immediate cash transaction.

What is the exercise price of the Herbalife (HLF) stock appreciation rights granted?

The stock appreciation rights were granted at a stated price of $0.00 per right. Their potential value comes from the spread between future Herbalife share prices and the reference price defined within the award terms.