Schedule 13G/A: Nantahala Discloses 7.12M Shares (6.99%) of HLF

Rhea-AI Filing Summary

Nantahala Capital Management, LLC and its managing members, Wilmot B. Harkey and Daniel Mack, reported beneficial ownership of 7,122,298 common shares of Herbalife Ltd. (CUSIP G4412G101), representing 6.99% of the outstanding class as of June 30, 2025. The filing states that these shares are held by funds and separately managed accounts under Nantahala’s control, and each reporting person has shared voting and dispositive power over all 7,122,298 shares but no sole voting or dispositive power. The statement certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Insights

Securities Analyst

TL;DR: Nantahala discloses a material 6.99% stake in Herbalife with shared voting/dispositive power, filed under Schedule 13G/A.

The Schedule 13G/A indicates Nantahala and its principals beneficially own 7,122,298 shares, equal to 6.99% of Herbalife’s common shares. Classification as an investment adviser filing signals a passive, ordinary-course holding rather than an activist or control-seeking position. The absence of sole voting or dispositive power means decision authority is shared within the reporting structure. For investors, a >5% ownership disclosure is material because it reveals a sizable investor position but the filer affirms no intent to influence control.

Corporate Governance Expert

TL;DR: Significant ownership disclosed but structured as shared authority; filing asserts no change-of-control intent.

The report clarifies that Nantahala, through funds and accounts it manages, holds nearly 7.0% of the equity and that both named individuals are filing as control persons relative to Nantahala’s holdings. The filing’s certification that the securities are held in the ordinary course and not for control purposes aligns with Schedule 13G rather than Schedule 13D treatment. Governance implications are limited given the stated passive intent, though the stake size means the holder could be influential in certain scenarios requiring shareholder coordination.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

HERBALIFE LTD.

(Name of Issuer)

Common Shares, par value $0.0005 per share

(Title of Class of Securities)

G4412G101

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 7,122,298.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,122,298.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,122,298.00

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)

6.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 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 7,122,298.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,122,298.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,122,298.00

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)

6.99 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 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 7,122,298.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 7,122,298.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,122,298.00

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)

6.99 %

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, 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 June 30, 2025, Nantahala may be deemed to be the beneficial owner of 7,122,298 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 June 30, 2025, 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") : 6.99% (2) Wilmot B. Harkey: 6.99% (3) Daniel Mack: 6.99%
(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") : 7,122,298 Shares. (2) Wilmot B. Harkey: 7,122,298 Shares. (3) Daniel Mack: 7,122,298 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") : 7,122,298 Shares. (2) Wilmot B. Harkey: 7,122,298 Shares. (3) Daniel Mack: 7,122,298 Shares.
Item 5.	Ownership of 5 Percent or Less of a Class.
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.

Nantahala Capital Management, LLC

Signature:	/s/ Taki Vasilakis
Name/Title:	Taki Vasilakis / Chief Compliance Officer
Date:	08/14/2025

Wilmot B. Harkey

Signature:	/s/ Wilmot B. Harkey
Name/Title:	Wilmot B. Harkey
Date:	08/14/2025

Daniel Mack

Signature:	/s/ Daniel Mack
Name/Title:	Daniel Mack
Date:	08/14/2025

FAQ

What stake does Nantahala Capital Management report in Herbalife (HLF)?

The filing reports beneficial ownership of 7,122,298 shares, representing 6.99% of Herbalife common shares as of June 30, 2025.

Do Nantahala or its principals have sole voting control over the shares?

No. The filing states 0 sole voting power and 0 sole dispositive power; all 7,122,298 shares are held with shared voting and dispositive power.

Who are the reporting persons on the Schedule 13G/A for HLF?

The reporting persons are Nantahala Capital Management, LLC, and its managing members Wilmot B. Harkey and Daniel Mack.

When is the ownership measured for this filing?

The ownership is reported as of June 30, 2025, and the filing signatures are dated August 14, 2025.

Was the stake acquired to influence control of Herbalife?

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.