Herbalife Ltd.

11/12/2025 | Press release | Distributed by Public on 11/12/2025 17:28

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lamberti Frank
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2025
3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
(Last) (First) (Middle)
800 W. OLYMPIC BLVD., SUITE 406
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
LOS ANGELES, CA 90015
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 187,767(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights (2) 02/28/2026 Common Stock 12,540 $27.375 D
Stock Appreciation Rights (3) 05/09/2026 Common Stock 30,231 $31.255 D
Stock Appreciation Rights (4) 02/27/2027 Common Stock 31,779 $28.595 D
Stock Appreciation Rights (5) 05/04/2033 Common Stock 80,049 $13.6 D
Stock Appreciation Rights (6) 08/04/2033 Common Stock 64,432 $18.61 D
Stock Appreciation Rights (7) 05/03/2034 Common Stock 212,550 $9.58 D
Stock Appreciation Rights (8) 02/21/2035 Common Stock 77,433 $8.31 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lamberti Frank
800 W. OLYMPIC BLVD.
SUITE 406
LOS ANGELES, CA 90015
Chief Commercial Officer

Signatures

Alaaeddine Sahibi, as Attorney-In-Fact for Frank Lamberti 11/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Balance includes 134,982 shares of the Issuer's common stock and 31,699 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 3,983 RSUs will vest on May 4, 2026; 3,359 RSUs will vest on August 4, 2026; 12,178 RSUs will vest on May 3, 2026; and 12,179 RSUs will vest on May 3, 2027. Each of the aforementioned grants is subject to the following vesting schedule: one-third of the award on each of the first, second, and third anniversaries of the grant date, subject to continued service through each applicable vesting date. Balance also includes 21,086 shares of the Issuer's common stock to which the Reporting Person became entitled upon vesting of RSUs, receipt of which the Reporting Person has elected to defer.
(2) These stock appreciation rights were fully vested as of February 29, 2019.
(3) These stock appreciation rights were fully vested as of May 9, 2019.
(4) These stock appreciation rights were fully vested as of February 27, 2020.
(5) On May 4, 2023, the reporting person was granted 80,049 stock appreciation rights, of which 2/3 have vested, and 1/3 will vest on May 4, 2026, subject to continued service through such date.
(6) On August 4, 2023, the reporting person was granted 64,432 stock appreciation rights, of which 2/3 have vested, and 1/3 will vest on August 4, 2026, subject to continued service through such date.
(7) On May 3, 2024, the reporting person was granted 212,550 stock appreciation rights, of which 1/3 has vested, 1/3 will vest on May 3, 2026, and 1/3 will vest on May 3, 2027, subject to continued service through each applicable vesting date.
(8) On February 21, 2025, the reporting person was granted 77,433 stock appreciation rights, of which 1/3 will vest on February 21, 2026, 1/3 will vest on February 21, 2027, and 1/3 will vest on February 21, 2028, subject to continued service through each applicable vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Herbalife Ltd. published this content on November 12, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 12, 2025 at 23:28 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]