HLF / Herbalife Ltd. - Документы SEC, Годовой отчет, Доверенное заявление

Herbalife Ltd. Form of Stock Appreciation Right Award Agreement (Inducement Award).

Exhibit 99.1 HERBALIFE LTD. STOCK APPRECIATION RIGHT AWARD AGREEMENT (Inducement Award) This Stock Appreciation Right Agreement (this “Agreement”) is dated as of (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”). WHEREAS, as a material inducement to Participant agreeing to become employed by the Company or one or more of its Subsidiaries and in compliance with N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 Herbalife Ltd. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE LT

As filed with the Securities and Exchange Commission on August 6, 2025

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No.

Herbalife Reports Q2 Net Sales Near Guidance Midpoint; Q2 Adjusted EBITDA1 Exceeds Guidance; Raises Net Sales and Adjusted EBITDA1 Full-Year Guidance Highlights MultiBurn™ Launch and Unveiling of Beta Version of Pro2col App and Healthy Lifespan Suppl

Exhibit 99.1 Herbalife Reports Q2 Net Sales Near Guidance Midpoint; Q2 Adjusted EBITDA1 Exceeds Guidance; Raises Net Sales and Adjusted EBITDA1 Full-Year Guidance Highlights MultiBurn™ Launch and Unveiling of Beta Version of Pro2col App and Healthy Lifespan Supplement LOS ANGELES, August 6, 2025 – Herbalife Ltd. (NYSE: HLF) today reported financial results for the second quarter ended June 30, 202

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 HERBALIFE LTD. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Shares, par val

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2025 Herbalife Ltd. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2025 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE L

Herbalife Reports Q1 Net Sales at Midpoint of Guidance Range, Net Sales Growth Excluding FX Headwinds1; Q1 Adjusted EBITDA2 Exceeds Guidance; Updates Full-Year Guidance

Exhibit 99.1 Herbalife Reports Q1 Net Sales at Midpoint of Guidance Range, Net Sales Growth Excluding FX Headwinds1; Q1 Adjusted EBITDA2 Exceeds Guidance; Updates Full-Year Guidance LOS ANGELES, April 30, 2025 – Herbalife Ltd. (NYSE: HLF) today reported financial results for the first quarter ended March 31, 2025: Highlights First Quarter 2025 ● Net sales of $1.2 billion at midpoint of guidance ra

Agreement, dated as of August 4, 2023, by and among Herbalife Ltd., Global Sales Strategies Inc. and Stephan Paulo Gratziani

Exhibit 10.48 AGREEMENT This Agreement (“Agreement”), dated as of August 4, 2023 (the “Effective Date”), is made by and between Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (“Herbalife” or the “Company”), Global Sales Strategies Inc., a Florida corporation (“Global Sales”), and Stephan Paulo Gratziani (“Gratziani”). RECITALS WHEREAS, Global Sales and Herbal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2025 Herbalife Ltd. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2025 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2025 Herbalife Ltd. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2025 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 13, 2025 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File N

Employment Agreement, dated as of February 6, 2025, by and among Michael O. Johnson, Herbalife International of America, Inc. and Herbalife Ltd.

Exhibit 10.47 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated as of February 6, 2025 (the “Effective Date”), is made and entered into by MICHAEL O. JOHNSON (“Executive”), HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”) and HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (“Parent”). The parties to this Agreement agree as fo

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF HERBALIFE LTD. As of December 31, 2024 Subsidiaries State or other jurisdiction of incorporation or organization Gestión Y Soporte Administrativo Las Fuentes, S. De R.L. De C.V. Mexico HBL Germany Holdings S.à R.L. Luxembourg HBL Holdings Ltd. Cayman Islands HBL IHB Operations S.à R.L. Luxembourg HBL Ltd. Cayman Islands HBL Luxco 1 S.à R.L. Luxembourg HBL Luxembourg Ho

Herbalife Reports Q4 Net Sales at High End of Guidance, Q4 and Full-Year Net Sales Growth Excluding FX Headwinds1; Q4 Adjusted EBITDA2 Exceeds Guidance Stephan Gratziani Appointed CEO; Michael Johnson Named Executive Chairman

Exhibit 99.1 Herbalife Reports Q4 Net Sales at High End of Guidance, Q4 and Full-Year Net Sales Growth Excluding FX Headwinds1; Q4 Adjusted EBITDA2 Exceeds Guidance Stephan Gratziani Appointed CEO; Michael Johnson Named Executive Chairman LOS ANGELES, February 19, 2025 – Herbalife Ltd. (NYSE: HLF) today reported financial results for the fourth quarter and year ended December 31, 2024: Highlights

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE LTD. (

Herbalife Appoints Stephan Gratziani as Chief Executive Officer Current CEO Michael Johnson Transitions to Executive Chairman

Exhibit 99.2 Herbalife Appoints Stephan Gratziani as Chief Executive Officer Current CEO Michael Johnson Transitions to Executive Chairman LOS ANGELES – February 19, 2025 – Herbalife Ltd. (NYSE: HLF) today announced its Board of Directors has appointed President, Stephan Gratziani as Chief Executive Officer (CEO) effective May 1, 2025. Michael Johnson, current CEO and Chairman of the Board, will t

Herbalife Insider Trading Compliance Policy

Exhibit 19.1 HERBALIFE LTD. INSIDER TRADING COMPLIANCE POLICY I. Statement of Purpose Herbalife Ltd. (together with its subsidiaries, the “Company”) has adopted this Insider Trading Compliance Policy (this “Policy”) regarding transactions involving securities. It is the Company’s policy that under no circumstances may any Insider (as defined below) use Material Nonpublic Information (as defined be

AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G

EX-99.1 AGREEMENT 2 exh99jtfilingagmt.htm EXHIBIT 99 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D, Schedule 13G or Forms 3, 4 or 5 (and any amendments or supplements thereto) required under section 13(d) or 16(a) of the Securities Exchange Act

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2025 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 24, 2025 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Nu

HLF / Herbalife Ltd. / WINDACRE PARTNERSHIP LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 o1028244sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* HERBALIFE NUTRITION LTD. (Name of Issuer) Common Shares, $0.0005 Par Value (Title of Class of Securities) G4412G101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement)

HLF / Herbalife Ltd. / Route One Investment Company, L.P. Passive Investment

SC 13G/A 1 herbalife13ga3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check th

HLF / Herbalife Ltd. / BAUPOST GROUP LLC/MA - SC 13G Passive Investment

SC 13G 1 ef20038515sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A )* Herbalife Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G4412G101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Herbalife Reports Third Quarter 2024 Results Net Sales In Line with Expectations, Adjusted EBITDA1 Exceeds Guidance; Raised Full-Year Adjusted EBITDA1 Guidance

Exhibit 99.1 Herbalife Reports Third Quarter 2024 Results Net Sales In Line with Expectations, Adjusted EBITDA1 Exceeds Guidance; Raised Full-Year Adjusted EBITDA1 Guidance LOS ANGELES, October 30, 2024 – Herbalife Ltd. (NYSE: HLF) today reported financial results for the third quarter ended September 30, 2024: Highlights Third Quarter 2024 ● Net sales of $1.2 billion, down 3.2% vs. Q3 ’23 includi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (C

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALI

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Herbalife Reports Second Quarter 2024 Results, Adjusted EBITDA1 Exceeds Guidance; Raised Full-Year Adjusted EBITDA1 Guidance

Exhibit 99.1 Herbalife Reports Second Quarter 2024 Results, Adjusted EBITDA1 Exceeds Guidance; Raised Full-Year Adjusted EBITDA1 Guidance LOS ANGELES, July 31, 2024 – Herbalife Ltd. (NYSE: HLF) today reported financial results for the second quarter ended June 30, 2024: Highlights Second Quarter 2024 •  Net sales of $1.3 billion, down 2.5% vs. Q2 ’23 due to 270 basis points of FX headwinds ○  Achi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE LT

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 25, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

As filed with the Securities and Exchange Commission on May 1, 2024

As filed with the Securities and Exchange Commission on May 1, 2024 Registration No.

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Employment Agreement, dated as of March 27, 2024, by and among John DeSimone, Herbalife International of America, Inc. and Herbalife Ltd.

Exhibit 10.48 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), effective as of March 17, 2024, is made and entered into by JOHN DESIMONE (“Executive”), HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”) and HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (“Parent”). The parties to this Agreement agree as follows: 1. Term; Employment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE L

Stock Unit Award Agreement, dated as of February 16, 2024, by and between Michael O. Johnson and Herbalife Ltd.

Exhibit 10.50 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT U.S. PARTICIPANTS (Time-Vesting) This Stock Unit Award Agreement (this “Agreement”) is dated as of February 16, 2024 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and Michael O. Johnson (“Participant”). WHEREAS, the Company, by action of the Board and approval of its shareholders, established the

Amended and Restated Herbalife Ltd. 2023 Stock Incentive Plan

Exhibit 10.53 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN Amended and Restated Effective April 25, 2024 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN Amended and Restated Effective April 25, 2024 1. Purpose The purpose of the Herbalife Ltd. 2023 Stock Incentive Plan (as amended from time to time, the “Plan”) is to promote and closely align the interests of employees, directors and consultants of Herbalife

Stock Appreciation Right Agreement, dated as of February 16, 2024, by and between Michael O. Johnson and Herbalife Ltd.

Exhibit 10.49 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT This Stock Appreciation Right Agreement (this “Agreement”) is dated as of February 16, 2024 (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and Michael O. Johnson (“Participant”). WHEREAS, the Company, by action of the Board and approval of its shareholders, established the Herbalife L

Stock Appreciation Right Agreement, dated as of March 25, 2024, by and between John DeSimone and Herbalife Ltd.

Exhibit 10.51 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT This Stock Appreciation Right Agreement (this “Agreement”) is dated as of March 25, 2024 (the “Grant Date”) and is between Herbalife Ltd. (referred to herein as the “Company”) and John DeSimone (“Participant”). WHEREAS, the Company, by action of the Board and approval of its shareholders, established th

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) HERBALIFE LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule(2) Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par v

Herbalife Reports Year-Over-Year Net Sales Growth for Second Consecutive Quarter; Raises Full-Year 2024 Adjusted EBITDA1 Guidance

Exhibit 99.1 Herbalife Reports Year-Over-Year Net Sales Growth for Second Consecutive Quarter; Raises Full-Year 2024 Adjusted EBITDA1 Guidance LOS ANGELES, May 1, 2024 – Herbalife Ltd. (NYSE: HLF) today reported financial results for the first quarter ended March 31, 2024: Highlights First Quarter 2024 •  Achieved year-over-year net sales growth on both reported and constant currency basis2 ○  Net

Herbalife Completes $1.6 Billion Senior Secured Refinancing Includes $1.2 Billion Senior Secured Debt and $400 Million Revolver

Exhibit 99.1 Herbalife Completes $1.6 Billion Senior Secured Refinancing Includes $1.2 Billion Senior Secured Debt and $400 Million Revolver LOS ANGELES, April 12, 2024 – Herbalife Ltd. (NYSE: HLF) (the “Company”), a premier health and wellness company, community and platform, today announced the closing of the previously announced private offering by HLF Financing SaRL, LLC and Herbalife Internat

Indenture, dated as of April 12, 2024, among HLF Financing SaRL, LLC and Herbalife International, Inc., the guarantors party thereto and Citibank, N.A., as trustee and notes collateral agent

EX-4.1 Exhibit 4.1 Execution Version HLF FINANCING SaRL, LLC HERBALIFE INTERNATIONAL, INC. AND EACH OF THE GUARANTORS PARTY HERETO 12.250% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of April 12, 2024 CITIBANK, N.A. as Trustee and Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 41 Sect

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 12, 2024 Herbalife Ltd. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 12, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Eighth Amendment to Credit Agreement, dated as of April 12, 2024, by and among HLF Financing SaRL, LLC, Herbalife Ltd., Herbalife International Luxembourg S.à R.L., HBL IHB Operations S.à R.L., Herbalife International, Inc., certain of Herbalife Ltd.’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Jefferies Finance LLC, as administrative agent for the Term Loan B Lenders and as collateral agent and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders

Exhibit 10.1 Execution Version EIGHTH AMENDMENT TO CREDIT AGREEMENT This EIGHTH AMENDMENT to the Credit Agreement referred to below, dated as of April 12, 2024 (this “Amendment”) is entered into by and among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Term Loan Borrower”), Herbalife Ltd. (f/k/a Herbalife Nutrition Ltd.), a Cayman Islands exempted company incorporated with l

Herbalife Announces Pricing of Upsized $800 Million Aggregate Principal Amount of Senior Secured Notes Offering

Exhibit 99.1 Herbalife Announces Pricing of Upsized $800 Million Aggregate Principal Amount of Senior Secured Notes Offering LOS ANGELES, April 5, 2024 – Herbalife Ltd. (NYSE: HLF) (the “Company”), a global health and wellness company, today announced the upsizing and pricing of the previously announced offering by HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly owned subs

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 5, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Herbalife Announces Proposed Offering of $700 Million Aggregate Principal Amount of Senior Secured Notes

Exhibit 99.1 Herbalife Announces Proposed Offering of $700 Million Aggregate Principal Amount of Senior Secured Notes LOS ANGELES, April 1, 2024 – Herbalife Ltd. (NYSE: HLF) (the “Company”), a global health and wellness company, today announced that HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly owned subsidiary of the Company, intend, subject to market and other conditio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2024 Herbalife Ltd. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (

Herbalife Announces CFO Transition Initiates Guidance for First Quarter and Full-Year

Exhibit 99.1 Herbalife Announces CFO Transition Initiates Guidance for First Quarter and Full-Year 2024 LOS ANGELES, March 20, 2024 – Herbalife Ltd. (NYSE: HLF), a premier health and wellness company, community and platform, today announced the appointment of John DeSimone as Chief Financial Officer, succeeding Alex Amezquita who will remain with the Company. Mr. DeSimone has been an executive at

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 17, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant  ☒         Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Herbalife Ltd. Clawback Policy

Exhibit 97.1 HERBALIFE LTD. CLAWBACK POLICY Consistent with its belief that it is in the best interests of Herbalife Ltd. (the “Company”) and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy, the Board of Directors (the “Board”) of the Company has adopted this policy which pr

HLF / Herbalife Ltd. / Route One Investment Company, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File N

Herbalife Reports Year-Over-Year Net Sales Growth in Fourth Quarter 2023

Exhibit 99.1 Herbalife Reports Year-Over-Year Net Sales Growth in Fourth Quarter 2023 LOS ANGELES-(BUSINESS WIRE)-February 14, 2024-Herbalife Ltd. (NYSE: HLF) today reported financial results for the fourth quarter and year ended December 31, 2023. “We continue to modernize Herbalife with a sharp focus on top-line growth and margin expansion for 2024,” said Michael Johnson, Chairman and CEO. Highl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE LTD. (

HLF / Herbalife Ltd. / WINDACRE PARTNERSHIP LLC - AMEMDMENT NO. 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HERBALIFE NUTRITION LTD. (Name of Issuer) Common Shares, $0.0005 Par Value (Title of Class of Securities) G4412G101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p

Employment Agreement, dated as of January 3, 2024, by and among Michael O. Johnson, Herbalife International of America, Inc. and Herbalife Ltd.

Exhibit 10.47 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated as of January 3, 2024, is made and entered into by MICHAEL O. JOHNSON (“Executive”), HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”) and HERBALIFE LTD., an entity organized under the laws of the Cayman Islands (“Parent”). The parties to this Agreement agree as follows: 1. Term; Employme

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF HERBALIFE LTD. As of December 31, 2023 Subsidiaries State or other jurisdiction of incorporation or organization Gestión Y Soporte Administrativo Las Fuentes, S. De R.L. De C.V. Mexico HBL Germany Holdings S.à R.L. Luxembourg HBL Holdings Ltd. Cayman Islands HBL IHB Operations S.à R.L. Luxembourg HBL Ltd. Cayman Islands HBL Luxembourg Holdings S.à R.L. Luxembourg HBL L

HLF / Herbalife Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01107-herbalifeltd.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Herbalife Ltd Title of Class of Securities: Common Stock CUSIP Number: G4412G101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rul

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 3, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 2, 2024 Herbalife Ltd. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 2, 2024 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Num

Herbalife Appoints A Top Distributor, Stephan Gratziani, Chief Strategy Officer

EX-99.1 Exhibit 99.1 August 2, 2023 Herbalife Appoints A Top Distributor, Stephan Gratziani, Chief Strategy Officer LOS ANGELES—(BUSINESS WIRE)— Herbalife Ltd. (NYSE: HLF), a premier health and wellness company and community, today announced the appointment of Stephan Paulo Gratziani to Chief Strategy Officer, effective August 4, 2023. Mr. Gratziani will report directly to Chairman and Chief Execu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2023 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Herbalife Reports Third Quarter 2023 Results

Exhibit 99.1 Herbalife Reports Third Quarter 2023 Results LOS ANGELES-(BUSINESS WIRE)-November 1, 2023-Herbalife Ltd. (NYSE: HLF) today reported financial results for the third quarter ended September 30, 2023. “We remain on track to achieve year-over-year net sales growth in the fourth quarter as our trends continue to improve,” said Michael Johnson, Chairman and CEO of Herbalife. Highlights Thir

Herbalife Ltd. Form of Stock Appreciation Right Award Agreement (Inducement Award).

Exhibit 99.1 HERBALIFE LTD. STOCK APPRECIATION RIGHT AWARD AGREEMENT (Inducement Award) This Stock Appreciation Right Agreement (this “Agreement”) is dated as of (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”). WHEREAS, as a material inducement to Participant agreeing to become employed by the Company or one or more of its Subsidiaries and in compliance with N

As filed with the Securities and Exchange Commission on November 1, 2023

As filed with the Securities and Exchange Commission on November 1, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALI

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) HERBALIFE LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par value $

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 10, 2023 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File

Seventh Amendment to Credit Agreement, dated as of June 29, 2023, by and among HLF Financing SaRL, LLC, Herbalife Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, Jefferies Finance LLC, as Term Loan B Agent and Collateral Agent, and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders

Exhibit 10.46 Execution Version SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT to the Credit Agreement referred to below, dated as of June 29, 2023 (this “Seventh Amendment”) by and among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Term Loan Borrower”), Herbalife Ltd. (f/k/a Herbalife Nutrition Ltd.), a Cayman Islands exempted company incorporated with limited

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2023 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE LT

Addendum to the Amendment to the Agreements of Distributorship dated as of April 27, 2023, by Herbalife International, Inc., for the benefit of each Herbalife Distributor

Exhibit 10.45 ADDENDUM TO AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIP THIS ADDENDUM TO THE AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIP (“Addendum”) is effective as of April 27, 2023 (the “Effective Date”) and is added to and made a part of the existing Amendment to the Agreements of Distributorship between HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the “Company”) and its Distributo

Herbalife Reports Second Quarter 2023 Results

Exhibit 99.1 Herbalife Reports Second Quarter 2023 Results LOS ANGELES-(BUSINESS WIRE)-August 2, 2023-Herbalife Ltd. (NYSE: HLF) today reported financial results for the second quarter ended June 30, 2023: “We are building strong momentum and our trends are improving. While we still have work to do, I remain confident we are on the path to return to growth in fourth quarter 2023,” said Michael Joh

Form of Herbalife Ltd. 2023 Stock Incentive Plan Lead Director Stock Unit Award Agreement

Exhibit 10.41 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN LEAD DIRECTOR STOCK UNIT AWARD AGREEMENT This Lead Director Stock Unit Award Agreement (this “Agreement”) is dated as of (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”). WHEREAS, the Company, by action of the Board and approval of its shareholders, established the Herbalife Ltd. 2023 Stock Incentive Plan (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 Herbalife Ltd. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2023 Herbalife Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Addendum to the Amendment to the Agreements of Distributorship dated as of April 27, 2023, by Herbalife International, Inc., for the benefit of each Herbalife Distributor

Exhibit 10.45 ADDENDUM TO AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIP THIS ADDENDUM TO THE AMENDMENT TO THE AGREEMENTS OF DISTRIBUTORSHIP (“Addendum”) is effective as of April 27, 2023 (the “Effective Date”) and is added to and made a part of the existing Amendment to the Agreements of Distributorship between HERBALIFE INTERNATIONAL, INC., a Nevada corporation (the “Company”) and its Distributo

Filing Fee Table

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) HERBALIFE LTD. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE L

Form of Herbalife Ltd. 2023 Stock Incentive Plan Stock Unit Award Agreement

Exhibit 10.40 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT U.S. PARTICIPANTS (Time-Vesting) This Stock Unit Award Agreement (this “Agreement”) is dated as of (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”). WHEREAS, the Company, by action of the Board and approval of its shareholders, established the Herbalife Ltd. 2023 Stock Incentive P

Sixth Amendment to Credit Agreement, dated as of April 28, 2023, by and among HLF Financing SaRL, LLC, Herbalife Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Coöperatieve Rabobank U.A., New York Branch , as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders

Exhibit 10.44 Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT to the Credit Agreement referred to below, dated as of April 28, 2023 (this “Sixth Amendment”) by and among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Term Loan Borrower”), Herbalife Ltd. (f/k/a Herbalife Nutrition Ltd.), a Cayman Islands exempted company incorporated with limited liab

Retention Agreement, effective as of April 6, 2020, by and between Frank Lamberti and Herbalife Ltd.

Exhibit 10.37 [Herbalife Letterhead] Frank Lamberti via email Re: Retention Agreement Dear Frank: In recognition of your continued service with Herbalife Nutrition Ltd. and/or its affiliates and subsidiaries (“Herbalife Nutrition”) from April 6, 2020 through April 6, 2023 (the “Retention Period"), we offered you, and you accepted, a retention bonus in the amount of $1,000,000, less all applicable

Fifth Amendment to Credit Agreement, USD LIBOR Hardwire Transition Amendment (Revolver and Term Loan A), dated as of April 3, 2023, by Coöperatieve Rabobank U.A., New York Branch as Term Loan A Agent and Revolver Administrative Agent

Exhibit 10.38 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT USD LIBOR HARDWIRE TRANSITION AMENDMENT (REVOLVER AND TERM LOAN A) THIS FIFTH AMENDMENT, dated as of April 3, 2023 (this “Fifth Amendment”), is executed and delivered by Coöperatieve Rabobank U.A., New York Branch (“Rabobank”) as Term Loan A Agent and Revolver Administrative Agent (each as defined in the Credit Agreement) (in such

Amended and Restated Memorandum and Articles of Association of Herbalife Ltd.

Exhibit 3.1 THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HERBALIFE LTD. (as adopted by special resolution passed on April 24, 2018 and effective on May 7, 2018, as amended by special resolution passed on April 29, 2020, and reflecting the change of name of the Company effected by special resolution

Herbalife Ltd. 2023 Stock Incentive Plan

Exhibit 10.39 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN Effective April 26, 2023 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN Effective April 26, 2023 1. Purpose The purpose of the Herbalife Ltd. 2023 Stock Incentive Plan (as amended from time to time, the “Plan”) is to promote and closely align the interests of employees, directors and consultants of Herbalife Ltd. (the “Company”) and its shareholders

Form of Herbalife Ltd. 2023 Stock Incentive Plan Board of Directors Stock Unit Award Agreement

Exhibit 10.42 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN BOARD OF DIRECTORS STOCK UNIT AWARD AGREEMENT This Board of Directors Stock Unit Award Agreement (this “Agreement”) is dated as of (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”). WHEREAS, the Company, by action of the Board and approval of its shareholders, established the Herbalife Ltd. 2023 Stock Incent

Power of Attorney (contained on signature page hereto).

S-8 As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

Herbalife Reports First Quarter 2023 Results

Exhibit 99.1 Herbalife Reports First Quarter 2023 Results LOS ANGELES-(BUSINESS WIRE)-May 2, 2023-Herbalife Ltd. (NYSE: HLF) today reported financial results for the first quarter ended March 31, 2023: “We have accomplished a lot this quarter and are on the right trajectory to see growth by the end of the year,” said Michael Johnson, Chairman and CEO of Herbalife. Highlights First quarter 2023 net

Form of Herbalife Ltd. 2023 Stock Incentive Plan Stock Appreciation Right Award Agreement

Exhibit 10.43 HERBALIFE LTD. 2023 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT This Stock Appreciation Right Agreement (this “Agreement”) is dated as of (the “Grant Date”), and is between Herbalife Ltd. (the “Company”) and (“Participant”). WHEREAS, the Company, by action of the Board and approval of its shareholders, established the Herbalife Ltd. 2023 Stock Incentive Plan (as may

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

let' UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE N

Separation Agreement and General Release, dated as of October 31, 2022, by and among Dr. John O. Agwunobi and Herbalife International of America, Inc.

Exhibit 10.33 SEPARATION AGREEMENT AND GENERAL RELEASE Dr. John O. Agwunobi (“Employee”) and Herbalife International of America, Inc. (the “Company”) have reached the following agreement as set forth in this Separation Agreement and General Release (this “Agreement”) on October 31, 2022 (the “Separation Date”). RECITALS: The Company and Employee agree that, as of October 27, 2022, Employee stepped

Herbalife Nutrition Reports Full Year and Fourth Quarter 2022 Results

EX-99.1 2 a53322855ex991.htm EXHIBIT 99.1 Exhibit 99.1 Herbalife Nutrition Reports Full Year and Fourth Quarter 2022 Results LOS ANGELES-(BUSINESS WIRE)-February 14, 2023-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the full year and fourth quarter ended December 31, 2022: Highlights Full year 2022 net sales of $5.2 billion, a 10.3% decrease compared to the full year 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 Herbalife Nutri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2023 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commiss

HLF / Herbalife Ltd. / WINDACRE PARTNERSHIP LLC Passive Investment

SC 13G 1 b23230sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HERBALIFE NUTRITION LTD. (Name of Issuer) Common Shares, $0.0005 Par Value (Title of Class of Securities) G4412G101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF HERBALIFE NUTRITION LTD. As of December 31, 2022 1 Subsidiaries State or other jurisdiction of incorporation or organization Gestión Y Soporte Administrativo Las Fuentes, S. De R.L. De C.V. Mexico HBL Germany Holdings S.à R.L. Luxembourg HBL Holdings Ltd. Cayman Islands HBL IHB Operations S.à R.L. Luxembourg HBL Ltd. Cayman Islands HBL Luxembourg Holdings S.à R.L. Luxe

HLF / Herbalife Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01069-herbalifenutritionlt.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Herbalife Nutrition Ltd. Title of Class of Securities: Common Stock CUSIP Number: G4412G101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box t

Herbalife Nutrition CEO, Michael O. Johnson, Agrees to $1 Salary and Removing “Interim” Title

Exhibit 99.1 FOR IMMEDIATE DISTRIBUTION Herbalife Nutrition CEO, Michael O. Johnson, Agrees to $1 Salary and Removing ?Interim? Title LOS ANGELES (December xx, 2022) - Herbalife Nutrition Ltd. (?Company?), a premier global nutrition company, today announced that the company?s long-time Chairman and CEO, Michael O. Johnson, will drop ?interim? from his title, and agree to a salary of one dollar, in

Herbalife Ltd. 2014 Stock Incentive Plan Stock Appreciation Right Award Agreement dated as of December 22, 2022 entered into with Michael O. Johnson

EX-10.3 4 d424142dex103.htm EX-10.3 Exhibit 10.3 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHT AWARD AGREEMENT This Stock Appreciation Right Agreement (this “Agreement”) is dated as of December 22, 20222 (the “Grant Date”), and is between Herbalife Nutrition Ltd. (formerly Herbalife Ltd., and referred to herein as the “Company”) and Michael O. Johnson (“Participant”). WHEREAS,

Employment Agreement, dated as of December 22, 2022, by and among Michael O. Johnson, Herbalife International of America, Inc. and Herbalife Nutrition Ltd.

EX-10.1 2 d424142dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated as of December 22, 2022, is made and entered into by MICHAEL O. JOHNSON (“Executive”), HERBALIFE INTERNATIONAL OF AMERICA, INC., a California corporation (“Company”) and HERBALIFE NUTRITION LTD., an entity organized under the laws of the Cayman Islands (“Parent”). The parties to thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2022 Herbalife Nutri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 22, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commiss

Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement dated as of December 22, 2022 entered into with Michael O. Johnson

EX-10.2 3 d424142dex102.htm EX-10.2 Exhibit 10.2 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT U.S. PARTICIPANTS (Time-Vesting) This Stock Unit Award Agreement (this “Agreement”) is dated as of December 22, 2022 (the “Grant Date”), and is between Herbalife Nutrition Ltd. (formerly Herbalife Ltd., and referred to herein as the “Company”) and Michael O. Johnson (“Participant”).

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

Indenture, dated as of December 9, 2022, between Herbalife Nutrition Ltd. and U.S. Bank Trust Company, National Association, as trustee, governing the 4.25% Convertible Senior Notes due 2028

Exhibit 4.1 Execution Version HERBALIFE NUTRITION LTD. (Company) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Trustee) 4.25% Convertible Senior Notes due 2028 INDENTURE Dated as of December 9, 2022 ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 15 Section 1.03 Acts of Holders 15 ARTICLE 2. THE NOTES 17 Section 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 Herbalife Nutrit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

HERBALIFE NUTRITION ANNOUNCES PRICING OF $250 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE SENIOR NOTE OFFERING

EX-99.1 Exhibit 99.1 HERBALIFE NUTRITION ANNOUNCES PRICING OF $250 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE SENIOR NOTE OFFERING LOS ANGELES (December 7, 2022)—Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today announced the pricing of its offering of $250 million aggregate principal amount of convertible senior notes due 2028 (the “Convertible Notes”) in a private offering to per

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

HERBALIFE NUTRITION ANNOUNCES PROPOSED OFFERING OF $250 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE SENIOR NOTES

Exhibit 99.1 HERBALIFE NUTRITION ANNOUNCES PROPOSED OFFERING OF $250 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE SENIOR NOTES LOS ANGELES (December 5, 2022)?Herbalife Nutrition Ltd. (NYSE: HLF) (the ?Company?) today announced that it intends, subject to market and other conditions, to offer $250 million aggregate principal amount of convertible senior notes due 2028 (the ?Convertible Notes?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALI

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

Herbalife Nutrition Announces Leadership Change

Exhibit 99.2 Herbalife Nutrition Announces Leadership Change Longtime Herbalife Nutrition Executive Michael O. Johnson Named Chairman of the Board and Interim Chief Executive Officer LOS ANGELES-(BUSINESS WIRE)-October 31, 2022-The Board of Directors of Herbalife Nutrition (?Board?) announced that Michael O. Johnson, current member of the Board and the former Chairman and CEO of Herbalife Nutritio

Herbalife Nutrition Reports Third Quarter 2022 Results, Withdraws Full Year 2022 Guidance and Announces CEO Transition

Exhibit 99.1 Herbalife Nutrition Reports Third Quarter 2022 Results, Withdraws Full Year 2022 Guidance and Announces CEO Transition LOS ANGELES-(BUSINESS WIRE)-October 31, 2022-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the third quarter ended September 30, 2022: ?Building momentum will be my top focus as I continue to work with this talented management team.? - Mich

HLF / Herbalife Ltd. / Hbl Swiss Financing Gmbh - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) August 4, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

Herbalife Nutrition Exceeds Second Quarter 2022 Expectations and Reaffirms Full Year 2022 Topline Guidance

Exhibit 99.1 Herbalife Nutrition Exceeds Second Quarter 2022 Expectations and Reaffirms Full Year 2022 Topline Guidance LOS ANGELES-(BUSINESS WIRE)-August 2, 2022-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the second quarter ended June 30, 2022. “We are pleased to announce our Q2 performance exceeded our guidance on both top and bottom lines, and we continue to proje

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 29, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE NU

Amended and Restated Herbalife International of America, Inc. Executive Officer Severance Plan

Exhibit 10.24 AMENDED AND RESTATED HERBALIFE INTERNATIONAL OF AMERICA, INC. EXECUTIVE OFFICER SEVERANCE PLAN Effective April 28, 2022 1. PURPOSE The purpose of this Executive Officer Severance Plan (the “Plan”) is to provide severance benefits to designated executives of HERBALIFE INTERNATIONAL OF AMERICA, INC. (the “Company”), or its subsidiaries or Affiliates, upon their termination of employmen

HLF / Herbalife Ltd. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11 )* Herbalife Nutrition Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G4412G101 (CUSIP Number) May 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

HLF / Herbalife Ltd. / Route One Investment Company, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) May 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE N

Herbalife Nutrition Announces First Quarter 2022 Results and Updates Full Year 2022 Guidance

Exhibit 99.1 Herbalife Nutrition Announces First Quarter 2022 Results and Updates Full Year 2022 Guidance LOS ANGELES-(BUSINESS WIRE)-May 3, 2022-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the first quarter ended March 31, 2022. ?We have implemented several new sales initiatives across the Company designed to achieve net sales growth in the fourth quarter, while at t

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DEF 14A 1 d163288ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE NUTRIT

Herbalife Nutrition Announces Full Year Record Results for the Second Consecutive Year

Exhibit 99.1 Herbalife Nutrition Announces Full Year Record Results for the Second Consecutive Year Annual Records Include: Net Sales of $5.8 Billion, Reported and Adjusted1 Diluted EPS of $4.13 and $4.79, Net Income of $447 Million and Adjusted1 EBITDA of $874 Million Provides Guidance Including FY 2022 Net Sales Range of Flat to 6% Growth LOS ANGELES-(BUSINESS WIRE)-February 23, 2022-Herbalife N

First Supplemental Indenture, dated as of December 1, 2021, between Herbalife Nutrition Ltd. and U.S. Bank National Association, as successor to MUFG Union Bank, N.A., as trustee

Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of December 1, 2021, among Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability (formerly known as Herbalife Ltd.) (the ?Issuer?), and U.S. Bank National Association, as successor to MUFG Union Bank, N.A., a national banking association, as trustee un

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 23, 2022 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commiss

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF HERBALIFE NUTRITION LTD. As of December 31, 2021 Subsidiaries State or other jurisdiction of incorporation or organization Gesti?n Y Soporte Administrativo Las Fuentes, S. De R.L. De C.V. Mexico HBL Germany Holdings S.? R.L. Luxembourg HBL IHB Operations S.? R.L. Luxembourg HBL Ltd. Cayman Islands HBL Luxembourg Holdings S.? R.L. Luxembourg HBL Luxembourg Services S.?

HLF / Herbalife Ltd. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10 )* Herbalife Nutrition Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G4412G101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

HLF / Herbalife Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Herbalife Nutrition Ltd. Title of Class of Securities: Common Stock CUSIP Number: G4412G101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

HLF / Herbalife Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Herbalife Nutrition Ltd. Title of Class of Securities: Common Stock CUSIP Number: G4412G101 Date of Event Which Requires Filing of this Statement: January 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is file

HLF / Herbalife Ltd. / Route One Investment Company, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.001 per share (Title of Class of Securities) G4412G101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

HLF / Herbalife Ltd. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9 )* Herbalife Nutrition Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G4412G101 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

HLF / Herbalife Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Herbalife Nutrition Ltd. Title of Class of Securities: Common Stock CUSIP Number: G4412G101 Date of Event Which Requires Filing of this Statement: November 30, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Herbalife Nutrition Reports Third Quarter 2021 Results and on Track for Another Record Year

Exhibit 99.1 Herbalife Nutrition Reports Third Quarter 2021 Results and on Track for Another Record Year LOS ANGELES-(BUSINESS WIRE)-November 2, 2021-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the third quarter ended September 30, 2021: HIGHLIGHTS Third quarter 2021 net sales of $1.4 billion, a 6% decrease compared to the third quarter 2020 and in-line with guidance

Retention Agreement, effective as of April 6, 2020, by and between Mark Schissel and the Company

Exhibit 10.36 [Herbalife Letterhead] Mark Schissel via [email protected] Re: Retention Agreement Dear Mark: In recognition of your continued service with Herbalife Nutrition Ltd. and/or its affiliates and subsidiaries (?Herbalife Nutrition?) from April 6, 2020 through April 6, 2023 (the ?Retention Period"), we offered you, and you accepted, a retention bonus in the amount of $1,000,000, less all

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

Form of Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement

Exhibit 10.20 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT U.S. PARTICIPANTS (Time-Vesting) This Stock Unit Award Agreement (this ?Agreement?) is dated as of (the ?Grant Date?), and is between Herbalife Nutrition Ltd. (formerly Herbalife Ltd., and referred to herein as the ?Company?) and (?Participant?). WHEREAS, the Company, by action of the Board and approval of its shareh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALI

Form of Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement (Performance-Vesting)

Exhibit 10.19 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT U.S. PARTICIPANTS (Performance-Vesting) This Stock Unit Award Agreement (this ?Agreement?) is dated as of (the ?Grant Date?), and is between Herbalife Nutrition Ltd. (formerly Herbalife Ltd., and referred to herein as the ?Company?) and (?Participant?). WHEREAS, the Company, by action of the Board and approval of its

Form of Herbalife Ltd. 2014 Stock Incentive Plan Board of Directors Stock Unit Award Agreement

Exhibit 10.23 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN BOARD OF DIRECTORS STOCK UNIT AWARD AGREEMENT This Board of Directors Stock Unit Award Agreement (this ?Agreement?) is dated as of (the ?Grant Date?), and is between Herbalife Nutrition Ltd. (formerly Herbalife Ltd., and referred to herein as the ?Company?) and (?Participant?). WHEREAS, the Company, by action of the Board and approval of its s

Form of Herbalife Ltd. 2014 Stock Incentive Plan Lead Director Stock Unit Award Agreement

Exhibit 10.22 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN LEAD DIRECTOR STOCK UNIT AWARD AGREEMENT This Lead Director Stock Unit Award Agreement (this ?Agreement?) is dated as of (the ?Grant Date?), and is between Herbalife Nutrition Ltd. (formerly Herbalife Ltd., and referred to herein as the ?Company?) and (?Participant?). WHEREAS, the Company, by action of the Board and approval of its shareholder

Herbalife Nutrition Revises Third Quarter and Full Year 2021 Guidance

Exhibit 99.1 Herbalife Nutrition Revises Third Quarter and Full Year 2021 Guidance LOS ANGELES-(BUSINESS WIRE)-September 13, 2021-Herbalife Nutrition, a premier global nutrition company, today announced it is revising its third quarter and full year 2021 guidance. The Company is making this announcement in advance of its September 14, 2021 virtual Investor Day to ensure investors have the most up-

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 13, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Comm

Herbalife Nutrition Reports Fourth Straight Quarter of Year-Over-Year Double-Digit Net Sales Growth

Exhibit 99.1 Herbalife Nutrition Reports Fourth Straight Quarter of Year-Over-Year Double-Digit Net Sales Growth LOS ANGELES-(BUSINESS WIRE)-August 3, 2021-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the second quarter ended June 30, 2021: HIGHLIGHTS Second quarter 2021 net sales of $1.6 billion, a 15% increase compared to the second quarter 2020. Five of six geograph

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE NU

Fourth Amendment to Credit Agreement, dated as of July 30, 2021, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Coöperatieve Rabobank U.A., New York Branch as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders and Sustainability Coordinator

Exhibit 10.1 Execution Version FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT to the Credit Agreement referred to below, dated as of July 30, 2021 (this ?Fourth Amendment?) by and among HLF Financing SaRL, LLC, a Delaware limited liability company (the ?Term Loan Borrower?), Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability with company num

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 30, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission F

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission F

HERBALIFE NUTRITION ANNOUNCES CLOSING OF $600 MILLION SENIOR NOTES AT RATE OF 4.875%

Exhibit 99.1 HERBALIFE NUTRITION ANNOUNCES CLOSING OF $600 MILLION SENIOR NOTES AT RATE OF 4.875% LOS ANGELES (May 20, 2021) ? Herbalife Nutrition Ltd. (the ?Company?), a global nutrition company, today announced the closing of the previously announced offering by HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly owned subsidiary of the Company, of $600 million aggregate pri

Indenture among HLF Financing SaRL, LLC, Herbalife International, Inc., the guarantors party thereto and Citibank, N.A., as trustee, dated as of May 20, 2021, governing the 4.875% Senior Notes due 2029

Exhibit 4.1 HLF FINANCING SaRL, LLC HERBALIFE INTERNATIONAL, INC. AND EACH OF THE GUARANTORS PARTY HERETO 4.875% SENIOR NOTES DUE 2029 INDENTURE Dated as of May 20, 2021 CITIBANK, N.A. Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 34 Section 1.03 Rules of Construction 35 ARTICLE 2 THE NOTES Section 2.01

HERBALIFE NUTRITION ANNOUNCES PRICING OF UPSIZED $600 MILLION SENIOR NOTES OFFERING TO REDEEM OUTSTANDING SENIOR NOTES

Exhibit 99.1 HERBALIFE NUTRITION ANNOUNCES PRICING OF UPSIZED $600 MILLION SENIOR NOTES OFFERING TO REDEEM OUTSTANDING SENIOR NOTES LOS ANGELES (May 7, 2021) ? Herbalife Nutrition Ltd. (NYSE: HLF) (the ?Company?), a global nutrition company, today announced the upsizing and pricing of the previously announced offering, by HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly own

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission Fi

Herbalife Nutrition Announces Proposed Offering of $500 Million of Senior Notes to Redeem Existing Senior Notes

Exhibit 99.1 Herbalife Nutrition Announces Proposed Offering of $500 Million of Senior Notes to Redeem Existing Senior Notes LOS ANGELES (May 6, 2021) ? Herbalife Nutrition Ltd. (NYSE: HLF) (the ?Company?), a global nutrition company, today announced that HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly owned subsidiary of the Company, intend, subject to market and other co

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission Fi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) (

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) Andrew Langham, Esq. Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Addre

Form of Herbalife Ltd. 2014 Stock Incentive Plan Stock Unit Award Agreement (Performance-Vesting)

Exhibit 10.19 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN STOCK UNIT AWARD AGREEMENT FOR US PARTICIPANTS (Performance-Vesting) This Stock Unit Award Agreement (this ?Agreement?) is dated as of (the ?Grant Date?), and is between Herbalife Nutrition Ltd. (formerly Herbalife Ltd., and referred to herein as the ?Company?) and (?Participant?). WHEREAS, the Company, by action of the Board and approval of i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Inc

Amended and Restated Herbalife Ltd. 2014 Stock Incentive Plan

Exhibit 10.15 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN Amended and Restated Effective April 28, 2021 HERBALIFE LTD. 2014 STOCK INCENTIVE PLAN Amended and Restated Effective April 28, 2021 1. Purpose The purpose of the Herbalife Ltd. 2014 Stock Incentive Plan (as amended from time to time, the ?Plan?) is to promote and closely align the interests of employees, directors and consultants of Herbalife

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 28, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

- S-8

As filed with the Securities and Exchange Commission on May 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HERBALIFE NUTRITION LTD. (Exact name of registrant as specified in its charter) Cayman Islands 98-0377871 (State or other jurisdiction of incorporation or organization) (I.

Herbalife Nutrition Raises Full Year 2021 Guidance; Reports Record First Quarter Net Sales with Growth of 18.9% Versus Prior Year

EX-99.1 2 a52422763ex991.htm EXHIBIT 99.1 Exhibit 99.1 Herbalife Nutrition Raises Full Year 2021 Guidance; Reports Record First Quarter Net Sales with Growth of 18.9% Versus Prior Year LOS ANGELES, May 4th, 2021 – Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the first quarter ended March 31, 2021: HIGHLIGHTS ▪ First quarter 2021 net sales of $1.5 billion, an 18.9% incr

- DEFA14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

- DEF 14A

Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commiss

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-3238

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF HERBALIFE NUTRITION LTD. As of December 31, 2020 Subsidiaries State or other jurisdiction of incorporation or organization Gesti?n Y Soporte Administrativo Las Fuentes, S. De R.L. De C.V. Mexico HBL Ltd. Cayman Islands HBL Luxembourg Holdings S.? R.L. Luxembourg HBL Luxembourg Services S.? R.L. Luxembourg HBL Products, SA Switzerland HBL Swiss Services GmbH Switzerland

Herbalife Nutrition Reports Record-Breaking 2020 Net Sales with 14% Growth versus Prior Year; Raises 2021 Net Sales Guidance; Announces New $1.5 Billion Share Repurchase Authorization

Exhibit 99.1 Herbalife Nutrition Reports Record-Breaking 2020 Net Sales with 14% Growth versus Prior Year; Raises 2021 Net Sales Guidance; Announces New $1.5 Billion Share Repurchase Authorization LOS ANGELES, February 17th, 2021 – Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the fourth quarter and full year ended December 31, 2020. “In 2020, we saw our best year ever

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Herbalife Nutrition Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G4412G101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 10, 2021 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commiss

Third Amendment to Credit Agreement, dated as of February 10, 2021, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Jefferies Finance LLC, as administrative agent for the Term Loan B Lenders and collateral agent

Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT to the Credit Agreement referred to below, dated as of February 10, 2021 (this ?Third Amendment?) by and among HLF Financing SaRL, LLC, a Delaware limited liability company (the ?Term Loan Borrower?), Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability with company nu

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Herbalife Nutrition Ltd. Title of Class of Securities: Common Stock CUSIP Number: G4412G101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Purchase Agreement, dated January 3, 2021, by and among Herbalife Nutrition Ltd., Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Beckton Corp., Icahn Enterprises Holdings L.P. and Icahn Enterprises G.P. Inc.

EX-10.1 Exhibit 10.1 Execution Copy PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2021 by and among Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), on the one hand, and Mr. Carl C. Icahn, an individual, and certain affiliated entities of Mr. Icahn that are signatories hereto a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 3, 2021 Herbalife Nutrition Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 1-32381 98-0377871 (State or other jurisdiction of incorporation) (Commi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) (

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) Andrew Langham, Esq. Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Addre

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 10, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commiss

HLF / Herbalife Ltd. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) Andrew Langham, Esq. Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Addre

Herbalife Nutrition Reports Record-Breaking Quarterly Net Sales with 22% Growth versus Prior Year; Provides 2020 and 2021 Guidance

Exhibit 99.1 Herbalife Nutrition Reports Record-Breaking Quarterly Net Sales with 22% Growth versus Prior Year; Provides 2020 and 2021 Guidance LOS ANGELES, November 5th, 2020 – Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the third quarter ended September 30, 2020. “We achieved another net sales record for the quarter, exceeding $1.5 billion, as consumer interest in h

Letter Agreement, dated November 4, 2020, with respect to Second Amended and Restated Support Agreement, dated July 15, 2016, by and among Herbalife Nutrition Ltd., Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Beckton Corp.

Exhibit 10.1 November 4, 2020 Mr. Jesse Lynn General Counsel Icahn Enterprises L.P. 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 Dear Mr. Lynn: The Company has been exploring the feasibility of distributing for no consideration on a pro rata basis to its stockholders transferable NYSE listed warrants (“Common Share Warrants”) to purchase the Company’s common shares (the “Warrant Di

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALI

Deferred Prosecution Agreement between Herbalife Nutrition Ltd. and the United States Department of Justice

Case 1:20-cr-00443-GHW Document 4-1 Filed 09/01/20 Page 1 of 33 Page 1 Exhibit 10.

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order

Exhibit 10.40 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 89704 / August 28, 2020 ACCOUNTING AND AUDITING ENFORCEMENT Release No. 4165 / August 28, 2020 ADMINISTRATIVE PROCEEDING File No. 3-19948 In the Matter of ORDER INSTITUTING CEASE-AND- DESIST PROCEEDINGS PURSUANT TO HERBALIFE NUTRITION SECTION 21C OF THE SECURITIES LTD.,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - HERBALIFE NUTRITION LTD. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commis

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissio

HLF / Herbalife Ltd. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) Andrew Langham, Esq. Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Addre

- SC TO-I/A

SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 HERBALIFE NUTRITION LTD. (Name of Subject Company (Issuer)) Herbalife Nutrition Ltd. (Name of Filing Persons (Offeror)) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CU

Herbalife Nutrition Announces Final Results of Self-Tender Offer

EX-99.a.5.b Exhibit (a)(5)(B) Herbalife Nutrition Announces Final Results of Self-Tender Offer LOS ANGELES (August 17, 2020) — Herbalife Nutrition Ltd. (NYSE: HLF) (“Herbalife Nutrition” or “the Company”) announced today the final results of its “modified Dutch auction” self-tender offer, which expired at 5:00 P.M., New York City time, on Tuesday, August 11, 2020, to purchase up to an aggregate of

- SC TO-I/A

SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 HERBALIFE NUTRITION LTD. (Name of Subject Company (Issuer)) Herbalife Nutrition Ltd. (Name of Filing Persons (Offeror)) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CU

HERBALIFE NUTRITION ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER

Exhibit (a)(5)(A) Exhibit (a)(5)(A) HERBALIFE NUTRITION ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER LOS ANGELES, CA —(BUSINESS WIRE)— August 12, 2020— Herbalife Nutrition Ltd.

HLF / Herbalife Ltd. / ICAHN CARL C Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Herbalife Nutrition Ltd. (Name of Issuer) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number) Andrew Langham, Esq. Icahn Capital LP 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL 33160 (305) 422-4100 (Name, Addre

- SC TO-I/A

SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 1 HERBALIFE NUTRITION LTD. (Name of Subject Company (Issuer)) Herbalife Nutrition Ltd. (Name of Filing Persons (Offeror)) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CU

Herbalife Nutrition Reports Record-Breaking Quarterly Net Sales Results

Exhibit 99.1 Herbalife Nutrition Reports Record-Breaking Quarterly Net Sales Results LOS ANGELES, August 6th, 2020 – Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the second quarter ended June 30, 2020. “Our record results reflect the effort of our distributors. They worked hard to respond to increasing demand for quality nutrition products and to meet the needs of indi

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE NU

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commissi

Offer to Purchase for Cash Herbalife Nutrition Ltd. Common Shares Herbalife Nutrition Ltd. an Aggregate Cash Purchase Price of Up to $750 million a Cash Purchase Price Not Greater Than $50.00 nor Less Than $44.75 Per Share

Exhibit (a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase for Cash by Herbalife Nutrition Ltd.

Letter of Transmittal To Tender Common Shares Pursuant to the Offer to Purchase for Cash Dated July 13, 2020 Herbalife Nutrition Ltd. Common Shares Herbalife Nutrition Ltd. an Aggregate Cash Purchase Price of Up to $750 million a Cash Purchase Price

Exhibit (a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Common Shares Pursuant to the Offer to Purchase for Cash Dated July 13, 2020 by Herbalife Nutrition Ltd.

Herbalife Nutrition Announces a Self-Tender Offer Seeking to Purchase up to $750 Million of Its Common Shares and Releases Preliminary Second Quarter 2020 Volume Point Results, the Largest Volume Point Quarter in the Company’s 40-Year History

EX-99.1 Exhibit 99.1 Herbalife Nutrition Announces a Self-Tender Offer Seeking to Purchase up to $750 Million of Its Common Shares and Releases Preliminary Second Quarter 2020 Volume Point Results, the Largest Volume Point Quarter in the Company’s 40-Year History LOS ANGELES—July 13, 2020— Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today announced it has commenced a “modified Dutch aucti

NOTICE TO PARTICIPANTS HERBALIFE NUTRITION LTD. EMPLOYEE STOCK PURCHASE PLAN In Connection With the Tender Offer Pursuant to the Offer to Purchase for Cash Dated July 13, 2020 Herbalife Nutrition Ltd. Common Shares Herbalife Nutrition Ltd. an Aggrega

Exhibit (a)(1)(F) Exhibit (a)(1)(F) NOTICE TO PARTICIPANTS IN HERBALIFE NUTRITION LTD.

- SC TO-I

SC TO-I SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 HERBALIFE NUTRITION LTD. (Name of Subject Company (Issuer)) Herbalife Nutrition Ltd. (Name of Filing Persons (Offeror)) Common Shares, par value $0.0005 per share (Title of Class of Securities) G4412G101 (CUSIP Number of Clas

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 13, 2020 Herbalife Nutrition Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 1-32381 98-0377871 (State or other jurisdiction of incorporation) (Commiss

Herbalife Nutrition Announces a Self-Tender Offer Seeking to Purchase up to $750 Million of Its Common Shares and Releases Preliminary Second Quarter 2020 Volume Point Results, the Largest Volume Point Quarter in the Company’s 40-Year History

EX-99.1 Exhibit 99.1 Herbalife Nutrition Announces a Self-Tender Offer Seeking to Purchase up to $750 Million of Its Common Shares and Releases Preliminary Second Quarter 2020 Volume Point Results, the Largest Volume Point Quarter in the Company’s 40-Year History LOS ANGELES—July 13, 2020— Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today announced it has commenced a “modified Dutch aucti

Offer to Purchase for Cash Herbalife Nutrition Ltd. Common Shares Herbalife Nutrition Ltd. an Aggregate Cash Purchase Price of Up to $750 million a Cash Purchase Price Not Greater Than $50.00 nor Less Than $44.75 Per Share

Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by Herbalife Nutrition Ltd.

- SC TO-C

SC TO-C 1 d104524dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 13, 2020 Herbalife Nutrition Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 1-32381 98-0377871 (State or other jur

Offer to Purchase for Cash Herbalife Nutrition Ltd. Common Shares Herbalife Nutrition Ltd. an Aggregate Cash Purchase Price of Up to $750 million a Cash Purchase Price Not Greater Than $50.00 nor Less Than $44.75 Per Share

Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash by Herbalife Nutrition Ltd.

Herbalife Nutrition Announces Closing of $600 Million Senior Note Offering

EX-99.1 Exhibit 99.1 Herbalife Nutrition Announces Closing of $600 Million Senior Note Offering LOS ANGELES - (BUSINESS WIRE) -May 29, 2020- Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”), a global nutrition company, today announced the closing of the previously announced offering of $600 million aggregate principal amount of senior notes due 2025 (the “Notes”). The Notes have a fixed annual

Indenture among Herbalife Nutrition Ltd., HLF Financing, Inc., the guarantors party thereto and MUFG Union Bank, N.A., as trustee, dated as of May 29, 2020, governing the 7.875% Senior Notes due 2025

EX-4.1 Exhibit 4.1 HERBALIFE NUTRITION LTD. HLF FINANCING, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.875% SENIOR NOTES DUE 2025 INDENTURE Dated as of May 29, 2020 MUFG UNION BANK, N.A. Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 34 Section 1.03 Rules of Construction 35 ARTICLE 2 THE NOTES Section

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 29, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission F

-

CORRESP May 22, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

Herbalife Nutrition Announces Pricing of Senior Note Offering

Exhibit 99.1 Herbalife Nutrition Announces Pricing of Senior Note Offering LOS ANGELES-(BUSINESS WIRE)-May 21, 2020-Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”), a global nutrition company, today announced the pricing of its previously announced offering, together with HLF Financing, Inc., a wholly owned subsidiary of the Company, of $600 million aggregate principal amount of senior notes

Herbalife Nutrition Announces Offering of $600 Million of Senior Notes

EX-99.1 2 a52222693ex991.htm EXHIBIT 99.1 Exhibit 99.1 Herbalife Nutrition Announces Offering of $600 Million of Senior Notes LOS ANGELES-(BUSINESS WIRE)-May 19, 2020-Herbalife Nutrition Ltd. (NYSE: HLF) (the “Company”) today announced that it, together with HLF Financing, Inc., a wholly owned subsidiary of the Company, intends, subject to market and other conditions, to offer $600 million aggrega

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

Herbalife Nutrition Reports Largest Volume Point Quarter in Company History

Exhibit 99.1 Herbalife Nutrition Reports Largest Volume Point Quarter in Company History LOS ANGELES-(BUSINESS WIRE)-May 7, 2020-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the first quarter ended March 31, 2020. “This quarter we delivered record volume point results reflecting the essential role our products play in the lives of many, especially during these times.”

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 7, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE N

Amended and Restated Memorandum and Articles of Association of Herbalife Nutrition Ltd.

Exhibit 3.1 THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HERBALIFE NUTRITION LTD. (as adopted by special resolution passed on April 24, 2018 and effective on May 7, 2018) THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 1-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commission

Second Amendment to Credit Agreement, dated as of March 19, 2020, by and among HLF Financing SaRL, LLC, Herbalife Nutrition Ltd., Herbalife International Luxembourg S.à R.L., Herbalife International, Inc., the Company’s subsidiaries party thereto as subsidiary guarantors, the several banks and other financial institutions or entities party thereto as lenders and Coöperatieve Rabobank U.A., New York Branch as administrative agent for the Term Loan A Lenders and Revolving Credit Lenders

EX-10.1 Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of March 19, 2020 (this “Second Amendment”) by and among HLF Financing SaRL, LLC, a Delaware limited liability company (the “Term Loan Borrower”), Herbalife Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability with co

HLF / Herbalife Ltd. DEFA14A - - DEFA14A

DEFA14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

HLF / Herbalife Ltd. DEF 14A - - DEF 14A

DEF 14A Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

HLF / Herbalife Ltd. PRE 14A - - PRE 14A

PRE 14A Table of Contents SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.

Form of Second Amendment and Restatement of the Herbalife International of America, Inc. Senior Executive Deferred Compensation Plan

Exhibit 10.1 SECOND AMENDMENT AND RESTATEMENT OF THE HERBALIFE INTERNATIONAL OF AMERICA, INC. SENIOR EXECUTIVE DEFERRED COMPENSATION PLAN Effective , 2008 PURPOSE The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of HERBALIFE INTERNATION

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES OF HERBALIFE NUTRITION LTD. As of December 31, 2019 Subsidiaries State or other jurisdiction of incorporation or organization Gestión Y Soporte Administrativo Las Fuentes, S. De R.L. De C.V. Mexico HBL Ltd. Cayman Islands HBL Luxembourg Holdings S.à R.L. Luxembourg HBL Luxembourg Services S.à R.L. Poland HBL Products, SA Switzerland HBL Swiss Services GmbH Switzerland Her

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2020 Herbalife Nutrition Ltd. (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-32381 98-0377871 (State or Other Jurisdiction of Incorporation) (Commi

Herbalife Nutrition Reports Record-Breaking Full Year 2019 Volume Point Results

Exhibit 99.1 Herbalife Nutrition Reports Record-Breaking Full Year 2019 Volume Point Results Incoming CEO John Agwunobi to Become Chairman of the Board LOS ANGELES-(BUSINESS WIRE)-February 18, 2020-Herbalife Nutrition Ltd. (NYSE: HLF) today reported financial results for the fourth quarter and full year ended December 31, 2019. “As I close out my tenure as Chairman and CEO and prepare to hand off

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-32381 HERBALIFE NUTRIT

Form of Second Amendment and Restatement of the Herbalife International of America, Inc. Management Deferred Compensation Plan

Exhibit 10.2 SECOND AMENDMENT AND RESTATEMENT OF THE HERBALIFE INTERNATIONAL OF AMERICA, INC. MANAGEMENT DEFERRED COMPENSATION PLAN Effective , 2008 Exhibit 10.2 PURPOSE The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of HERBALIFE INTE

Description of Registrant’s Securities

Exhibit 4.6 DESCRIPTION OF COMMON SHARES Herbalife Nutrition has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, its common shares. Herbalife Nutrition Ltd. is a Cayman Islands exempted company and its affairs are governed by its memorandum and articles of association, the Companies Law of the Cayman Islands as currently in effect, which we r

HLF / Herbalife Ltd. / Deccan Value Investors L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.