Herbalife Ltd. (NYSE: HLF) withholds shares for executive tax payment

Rhea-AI Filing Summary

HERBALIFE LTD. Chief Commercial Officer Frank Lamberti reported a tax-withholding disposition of 1,710 shares of common stock on August 4, 2026, at $12.80 per share to satisfy tax obligations from vesting restricted stock units granted August 4, 2023. After this withholding, he directly holds 34,914 shares of common stock.

Insider Trade Summary

Net Seller: 1,710 shares

Net Sell 1 txn

Insider Lamberti Frank

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	1,710	$12.80	$22K

Holdings After Transaction: Common Stock — 34,914 shares (Direct)

Footnotes (1)

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 August 4, 2023.

Key Figures

Shares withheld for taxes: 1,710 shares Per-share value for withholding: $12.80 per share Shares held after transaction: 34,914 shares

3 metrics

Shares withheld for taxes 1,710 shares Tax-withholding disposition on August 4, 2026

Per-share value for withholding $12.80 per share Price used for tax withholding on August 4, 2026

Shares held after transaction 34,914 shares Direct common stock ownership after August 4, 2026 transaction

Key Terms

restricted stock units, tax obligations, tax-withholding disposition, withholding securities

4 terms

restricted stock units financial

"in connection with the vesting of restricted stock units previously granted"

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.

tax obligations financial

"Represents shares withheld to satisfy tax obligations due in connection"

tax-withholding disposition financial

"reported a tax-withholding disposition of 1,710 shares of common stock"

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.

withholding securities financial

"Payment of tax liability by delivering or withholding securities"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/05/2026 - 04:25 PM Accepted by SEC EDGAR 08/05/2026 - 04:24 PM Learn about SEC filing dates

FAQ

What insider transaction did Herbalife (HLF) report for Frank Lamberti?

Herbalife reported that Chief Commercial Officer Frank Lamberti had 1,710 shares of common stock withheld on August 4, 2026. The disposition was to cover tax obligations tied to the vesting of previously granted restricted stock units.

How many Herbalife (HLF) shares were involved in Frank Lamberti’s Form 4 filing?

The transaction involved 1,710 shares of Herbalife common stock. These shares were withheld at $12.80 per share to satisfy tax liabilities resulting from the vesting of restricted stock units granted on August 4, 2023.

What was the price used for the Herbalife (HLF) tax-withholding shares?

The shares were valued at $12.80 per share for the tax-withholding disposition. This price was used to determine the value of the 1,710 shares withheld to satisfy the executive’s tax obligations upon RSU vesting.

How many Herbalife (HLF) shares does Frank Lamberti hold after this transaction?

Following the tax-withholding disposition, Frank Lamberti directly holds 34,914 shares of Herbalife common stock. This figure reflects his direct ownership position after 1,710 shares were withheld to cover taxes on vested restricted stock units.

Why were Herbalife (HLF) shares withheld from Frank Lamberti in this Form 4?

The 1,710 shares were withheld to satisfy tax obligations arising from the vesting of restricted stock units. Those RSUs had been previously granted to Frank Lamberti on August 4, 2023, and the withholding avoids a separate cash payment for taxes.

Does the Herbalife (HLF) filing indicate a market sale by Frank Lamberti?

No market sale is indicated; the Form 4 reports a tax-withholding disposition coded as an "F" transaction. Shares were withheld by the issuer to pay taxes on vested restricted stock units, rather than sold on the open market.

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^*

Lamberti Frank

(Last) (First) (Middle)

800 W. 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 Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2026

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	08/04/2026		F		1,710(1)	D	$12.8	34,914	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 August 4, 2023.

	Alaaeddine Sahibi, as Attorney-In-Fact for Frank Lamberti	08/05/2026
	** 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)