HERBALIFE LTD. — Director's Dealing 2024

Feb 21, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE LTD. (HLF)
CIK: 0001180262
Period of Report: 2024-02-16

Reporting Person: JOHNSON MICHAEL (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-16	Common Stock	P	61725	$8.0729	Acquired	603707	Direct
2024-02-16	Common Stock	A	495662	—	Acquired	1099369	Direct
2024-02-16	Common Stock	A	84839	—	Acquired	1184208	Direct
2024-02-16	Common Stock	F	30351	$8.07	Disposed	1153857	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-16	Stock Appreciation Rights	$8.07	A	982800	Acquired	2034-02-16	Common Stock (982800)	Direct

Footnotes

F1: This transaction represents multiple open market purchases. The range of prices for such transactions is $7.84 to $8.20. The Reporting Person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a shareholder of the Issuer, full information regarding the number of shares purchased at each price.

F2: Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These RSUs will vest in two installments, 50% on February 16, 2025, and 50% on the earlier of January 3, 2026, or the date on which a new non-interim Chief Executive Officer has been appointed by the Issuer's Board of Directors (the "Board"), subject to certain conditions of his service as CEO and/or member of the Board. Provided that, in no instance shall any portion of the RSU vest prior to February 16, 2025.

F3: Consists of RSUs fully vested at the time of grant.

F4: Represents shares withheld to satisfy tax obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on February 16, 2024.

F5: Consists of stock appreciation rights ("SARs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These SARs will vest in two installments, 50% on February 16, 2025, and 50% on the earlier of January 3, 2026, or the date on which a new non-interim Chief Executive Officer has been appointed by the Board, subject to certain conditions of his service as CEO and/or member of the Board. Provided that, in no instance shall any portion of the SAR vest prior to February 16, 2025.