[Form 4] HERBALIFE LTD. Insider Trading Activity

Rhea-AI Filing Summary

Herbalife Ltd. (HLF) reported an equity-based compensation transaction for its Chief Commercial Officer on a Form 4. On November 14, 2025, the officer received 15,182 stock appreciation rights (SARs) under the Herbalife Ltd. Amended and Restated 2023 Stock Incentive Plan, each with an exercise price of $9.23 and linked to one share of common stock. These SARs became exercisable on November 14, 2025 and will expire on November 14, 2035. They are scheduled to vest in three equal one-third installments on November 14, 2026, November 14, 2027, and November 14, 2028, provided the executive 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

OMB APPROVAL

OMB Number:			3235-0287
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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 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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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	$9.23	11/14/2025		A		15,182		(1)	11/14/2035	Common Stock	15,182	$0	15,182	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 November 14, 2026, November 14, 2027, and November 14, 2028, subject to continued service through each applicable date.

	Alaaeddine Sahibi, as Attorney-In-Fact for Frank Lamberti	11/18/2025
	** 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.

FAQ

What insider transaction did Herbalife Ltd. (HLF) report in this Form 4?

The filing reports a grant of 15,182 stock appreciation rights (SARs) to the Chief Commercial Officer of Herbalife Ltd. under the company’s Amended and Restated 2023 Stock Incentive Plan.

What is the exercise price and underlying security for the new Herbalife (HLF) SARs?

Each SAR has an exercise price of $9.23 and is tied to one share of Herbalife common stock, for a total of 15,182 underlying shares.

When do the newly granted Herbalife (HLF) SARs vest?

The SARs will vest in one-third increments on November 14, 2026, November 14, 2027, and November 14, 2028, subject to the executive’s continued service through each date.

What is the exercisable and expiration period for the Herbalife (HLF) SARs?

The SARs became exercisable on November 14, 2025 and are scheduled to expire on November 14, 2035, giving a 10-year term from the grant date.

Who is the reporting person in this Herbalife (HLF) Form 4 and what is their role?

The reporting person is an officer of Herbalife Ltd., serving as Chief Commercial Officer, and the filing is signed by Alaaeddine Sahibi as Attorney-In-Fact for Frank Lamberti.

Is the Herbalife (HLF) Form 4 filed for one or multiple reporting persons?

The Form 4 is indicated as being filed by one reporting person, as shown by the checked box in the filing.