Herbalife Ltd. reports Schedule 13G/A ownership disclosure. As of March 31, 2026, Nantahala Capital Management, LLC and its managers beneficially own 6,953,653 common shares, representing 6.72% of the outstanding Common Shares. The filing states shared voting and dispositive power over these shares.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed by an investment adviser and its principals.
The Schedule 13G/A lists Nantahala Capital Management, LLC as beneficial owner of 6,953,653 Common Shares, with shared voting and dispositive power reported as of March 31, 2026. The filing treats Nantahala and the two managers as reporting persons.
Ownership is reported as shared rather than sole; cash‑flow treatment and any plans to buy or sell are not stated. Subsequent filings would show changes to this position.
Control-person classification and shared authority are explicitly declared.
The disclosure notes Messrs. Harkey and Mack are filing as control persons in respect of shares beneficially owned by Nantahala, an investment adviser described under the cited rule. Each is reported with 0 sole power and 6,953,653 shared power to vote and dispose.
This filing is informational under reporting rules; it does not state any transaction or intent to change holdings.
Key Figures
Shares beneficially owned:6,953,653 sharesPercent of class:6.72%Sole voting power:0 Shares+1 more
4 metrics
Shares beneficially owned6,953,653 sharesAs of March 31, 2026
Percent of class6.72%Percent of total Common Shares outstanding as of March 31, 2026
Sole voting power0 SharesEach reporting person reported 0 sole voting power
Shared voting power6,953,653 SharesShared power to vote or direct disposition reported
Key Terms
Schedule 13G/A, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13G/Aregulatory
"As of March 31, 2026, Nantahala may be deemed to be the beneficial owner"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipfinancial
"Nantahala may be deemed to be the beneficial owner of 6,953,653 Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerregulatory
"Shared dispositive power: 6,953,653 Shares"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Herbalife Ltd.
(Name of Issuer)
Common Shares, par value $0.0005 per share
(Title of Class of Securities)
G4412G101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G4412G101
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,953,653.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,953,653.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,653.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.72 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
G4412G101
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,953,653.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,953,653.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,653.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.72 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
G4412G101
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,953,653.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,953,653.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,653.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.72 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Herbalife Ltd.
(b)
Address of issuer's principal executive offices:
P.O. BOX 309 UGLAND HOUSE Grand Cayman, CAYMAN ISLANDS, KY1-1104
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Shares, par value $0.0005 per share
(e)
CUSIP No.:
G4412G101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 6,953,653 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 6.72%
(2) Wilmot B. Harkey: 6.72%
(3) Daniel Mack: 6.72%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 6,953,653 Shares.
(2) Wilmot B. Harkey: 6,953,653 Shares.
(3) Daniel Mack: 6,953,653 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 6,953,653 Shares.
(2) Wilmot B. Harkey: 6,953,653 Shares.
(3) Daniel Mack: 6,953,653 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Nantahala hold in Herbalife (HLF)?
Nantahala Capital Management reports beneficial ownership of 6,953,653 shares, representing 6.72% of Common Shares as of March 31, 2026. The shares are held by funds and separately managed accounts under Nantahala's control.
Do the reporting persons have sole voting power over HLF shares?
No; the filing states each reporting person has 0 sole voting power and 6,953,653 shared voting power. The reported authority is shared across Nantahala and its managers, not sole control.
Who filed the Schedule 13G/A for HLF and why?
The filing was made by Nantahala Capital Management, LLC, and reporting persons Wilmot B. Harkey and Daniel Mack, identifying Nantahala as an investment adviser and listing beneficial ownership of the disclosed shares.
What date is the ownership figure reported as of in the HLF filing?
The ownership amount is reported as of March 31, 2026. The signatures on the amendment are dated May 15, 2026, reflecting the amendment's execution date.
