Sec Form 3 Filing - Lamberti Frank @ HERBALIFE LTD. - 2025-11-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lamberti Frank 2. Issuer Name and Ticker or Trading Symbol HERBALIFE LTD. [ HLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) 800 W. OLYMPIC BLVD., SUITE 406 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2025 (Street) LOS ANGELES, CA90015 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 187,767 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Appreciation Rights $ 27.375 ( 2 ) 02/28/2026 Common Stock 12,540 D Stock Appreciation Rights $ 31.255 ( 3 ) 05/09/2026 Common Stock 30,231 D Stock Appreciation Rights $ 28.595 ( 4 ) 02/27/2027 Common Stock 31,779 D Stock Appreciation Rights $ 13.6 ( 5 ) 05/04/2033 Common Stock 80,049 D Stock Appreciation Rights $ 18.61 ( 6 ) 08/04/2033 Common Stock 64,432 D Stock Appreciation Rights $ 9.58 ( 7 ) 05/03/2034 Common Stock 212,550 D Stock Appreciation Rights $ 8.31 ( 8 ) 02/21/2035 Common Stock 77,433 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lamberti Frank 800 W. OLYMPIC BLVD. SUITE 406 LOS ANGELES, CA90015 Chief Commercial Officer Signatures Alaaeddine Sahibi, as Attorney-In-Fact for Frank Lamberti 11/12/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Balance includes 134,982 shares of the Issuer's common stock and 31,699 unvested restricted stock units ("RSUs") previously granted to the Reporting Person, of which: 3,983 RSUs will vest on May 4, 2026; 3,359 RSUs will vest on August 4, 2026; 12,178 RSUs will vest on May 3, 2026; and 12,179 RSUs will vest on May 3, 2027. Each of the aforementioned grants is subject to the following vesting schedule: one-third of the award on each of the first, second, and third anniversaries of the grant date, subject to continued service through each applicable vesting date. Balance also includes 21,086 shares of the Issuer's common stock to which the Reporting Person became entitled upon vesting of RSUs, receipt of which the Reporting Person has elected to defer. ( 2 )These stock appreciation rights were fully vested as of February 29, 2019. ( 3 )These stock appreciation rights were fully vested as of May 9, 2019. ( 4 )These stock appreciation rights were fully vested as of February 27, 2020. ( 5 )On May 4, 2023, the reporting person was granted 80,049 stock appreciation rights, of which 2/3 have vested, and 1/3 will vest on May 4, 2026, subject to continued service through such date. ( 6 )On August 4, 2023, the reporting person was granted 64,432 stock appreciation rights, of which 2/3 have vested, and 1/3 will vest on August 4, 2026, subject to continued service through such date. ( 7 )On May 3, 2024, the reporting person was granted 212,550 stock appreciation rights, of which 1/3 has vested, 1/3 will vest on May 3, 2026, and 1/3 will vest on May 3, 2027, subject to continued service through each applicable vesting date. ( 8 )On February 21, 2025, the reporting person was granted 77,433 stock appreciation rights, of which 1/3 will vest on February 21, 2026, 1/3 will vest on February 21, 2027, and 1/3 will vest on February 21, 2028, subject to continued service through each applicable vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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