HERBALIFE LTD. — fact timeline

HERBALIFE LTD. shareholders approved Ratification, on an advisory basis, of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm at the 2026-04-30 meeting.

“Proposal 3: Ratification, on an advisory basis, of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified. The voting results are as follows: For Against Abstain Broker Non-votes 83,842,391 1,848,197 513,722 0”

HERBALIFE LTD. shareholders approved Approve, on an advisory basis, the compensation of the Company’s named executive officers at the 2026-04-30 meeting.

“Proposal 2: Approve, on an advisory basis, the compensation of the Company’s named executive officers. The advisory resolution to approve the compensation of the named executive officers was approved. The voting results are as follows: For Against Abstain Broker Non-votes 70,193,434 7,090,527 548,261 8,372,088”

HERBALIFE LTD. shareholders approved Election of Directors at the 2026-04-30 meeting.

“Proposal 1: Election of Directors. Eleven board nominees for director were elected. The voting results are as follows: For Against Abstain Broker Non-votes Michael O. Johnson 76,178,677 1,180,234 473,311 8,372,088 Dr. Richard H. Carmona 75,981,036 1,374,215 476,971 8,372,088 Lynda Cloud 76,723,208 628,366 480,648 8,372,088 Sophie L’Hélias 75,277,003 2,078,142 477,077 8,372,088 Michael J. Levitt 77,253,519 99,817 478,886 8,372,088 Rodica Macadrai 75,868,196 1,482,789 481,237 8,372,088 Juan Miguel Mendoza 76,113,335 1,240,668 478,219 8,372,088 Perkins Miller 76,705,543 641,330 485,349 8,372,088 Don Mulligan 76,082,929 1,263,574 485,719 8,372,088 Maria Otero 75,656,563 1,698,074 477,585 8,372,088 Des Walsh 69,655,978 7,698,500 477,744 8,372,088”

HERBALIFE LTD. reported first quarter ended March 31, 2026 results: revenue $1.3 billion, net income $61.9 million, EPS $0.57. Guidance raised.

“LOS ANGELES , May 6, 2026 – Herbalife Ltd. (NYSE: HLF) today reported financial results for the first quarter ended March 31, 2026: Highlights First Quarter 2026 ● Net sales of $1.3 billion exceeds guidance ○ Up 7.8% vs. Q1 ’25 ○ Up 5.4% year-over-year on constant currency basis 2 ; exceeds guidance ● Net income attributable to Herbalife of $61.9 million; adjusted”

HERBALIFE LTD. incurred senior notes of $800 million aggregate principal amount with certain initial purchasers at 7.750% per year maturing May 1, 2033.

“On April 29, 2026, HLF Financing SaRL, LLC (“HLF Financing”) and Herbalife International, Inc. (“HII” and together with HLF Financing, the “Issuers”), each a wholly owned subsidiary of Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), issued $800 million aggregate principal amount of 7.750% Senior Secured Notes due 2033 (the “Notes”) to certain initial purchasers (the “Offering”).”

HERBALIFE LTD. entered into Ninth Amendment to Credit Agreement (Term A Facility and Revolving Credit Facility) with Coöperatieve Rabobank U.A., New York Branch valued at Term A Facility of $225 million and Revolving Credit Facility of $425 million; interest at Term SOFR (effective 2026-04-29).

“On April 29, 2026, the Company, HLF Financing, HII, Herbalife International Luxembourg S.à R.L., HBL IHB Operations S.à r.l., certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto, each issuing bank, Citizens Bank, N.A., as collateral agent and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent for the lenders under the term loan A facility (the “Term A Facility”) and as administrative agent for the revolving credit facility (the “Revolving Credit Facility”), entered into a ninth amendment (the “Amendment”) to the Credit Agreement dated as of August 16, 2018 (as so amended, the “Credit Agreement”).”

HERBALIFE LTD. entered into Indenture for 7.750% Senior Secured Notes due 2033 with Citibank, N.A. valued at $800 million aggregate principal amount; 7.750% interest payable semi-annually; maturity May 1, 2033 (effective 2026-04-29).

“On April 29, 2026, HLF Financing SaRL, LLC (“HLF Financing”) and Herbalife International, Inc. (“HII” and together with HLF Financing, the “Issuers”), each a wholly owned subsidiary of Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), issued $800 million aggregate principal amount of 7.750% Senior Secured Notes due 2033 (the “Notes”) to certain initial purchasers (the “Offering”).”

HERBALIFE LTD. reported preliminary financial results for first fiscal quarter ended March 31, 2026.

“Herbalife Ltd. (NYSE: HLF), a premier health and wellness company, community and platform, today announced preliminary first quarter 2026 results.”

Rob Levy was appointed as President – Worldwide Markets at HERBALIFE LTD..

“Rob Levy, the Company’s current Managing Director, International, will succeed Mr. Gratziani to serve as the Company’s President – Worldwide Markets.”

Michael O. Johnson changed role as Executive Chairman at HERBALIFE LTD..

“succeeding Michael O. Johnson, the Company’s current Chairman and Chief Executive Officer, who will concurrently transition to serve as the Company’s Executive Chairman.”

Stephan Paulo Gratziani was appointed as Chief Executive Officer at HERBALIFE LTD..

“Stephan Paulo Gratziani, the Company’s current President, was appointed as the Company’s Chief Executive Officer, effective May 1, 2025”

Perkins Miller was appointed as director at HERBALIFE LTD..

“On June 25, 2024, the Board of Directors (the “Board”) of Herbalife Ltd. (the “Company”) appointed Perkins Miller as a director to fill a newly created Board seat.”

HERBALIFE LTD. reported first quarter ended March 31, 2024 results: revenue $1.3 billion, net income $24.3 million, EPS $0.24. Guidance reaffirmed.

“the first quarter ended March 31, 2024: Highlights First Quarter 2024 • Achieved year-over-year net sales growth on both reported and constant currency basis 2 ○ Net sales of $1.3 billion, up 1.0% vs. 1Q ’23, in-line with guidance; on constant currency basis 2 up 2.4% • Net income of $24.3 million • Adjusted EBITDA 1 of $138.3 million exceeds guidance; adjusted”

HERBALIFE LTD. shareholders approved Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 at the 2024-04-25 meeting.

“Proposal 4: Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified. The voting results are as follows: For Against Abstain Broker Non-votes 75,553,956 1,040,485 8,088 0”

HERBALIFE LTD. shareholders approved Approve an amendment and restatement of the Company’s 2023 Stock Incentive Plan to increase the number of Common Shares available for issuance under such plan at the 2024-04-25 meeting.

“Proposal 3: Approve an amendment and restatement of the Company’s 2023 Stock Incentive Plan to increase the number of Common Shares available for issuance under such plan. The amendment and restatement of the Company’s 2023 Stock Incentive Plan to increase the number of Common Shares available for issuance under such plan was approved. The voting results are as follows: For Against Abstain Broker Non-votes 35,401,164 31,266,178 13,689 9,921,498”

HERBALIFE LTD. shareholders approved Approve, on an advisory basis, the compensation of the Company’s named executive officers at the 2024-04-25 meeting.

“Proposal 2: Approve, on an advisory basis, the compensation of the Company’s named executive officers. The advisory resolution to approve the compensation of the named executive officers was approved. The voting results are as follows: For Against Abstain Broker Non-votes 55,103,969 2,345,635 9,231,427 9,921,498”

HERBALIFE LTD. shareholders approved Election of Directors at the 2024-04-25 meeting.

“Proposal 1: Election of Directors. Ten board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2025 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. The voting results are as follows: For Against Abstain Broker Non-votes Michael O. Johnson 66,079,357 582,448 19,226 9,921,498 Richard H. Carmona 65,747,055 915,113 18,863 9,921,498 Celine Del Genes 57,068,905 385,052 9,227,074 9,921,498 Sophie L’Hélias 66,183,554 474,934 22,543 9,921,498 Alan W. LeFevre 66,131,815 525,590 23,626 9,921,498 Michael J. Levitt 66,377,766 281,423 21,842 9,921,498 Rodica Macadrai 66,113,949 543,286 23,796 9,921,498 Juan Miguel Mendoza 66,129,687 527,738 23,606 9,921,498 Don Mulligan 56,978,797 474,785 9,227,449 9,921,498 Maria Otero 56,877,207 577,611 9,226,213 9,921,498”

HERBALIFE LTD. faced acceleration on senior notes of $300 million aggregate principal amount at 7.875%.

“Obligation or an Obligation under an Off-Balance Sheet Arrangement. On April 4, 2024, the Company and HLF Financing, Inc. issued a conditional notice of redemption to redeem $300 million aggregate principal amount of its outstanding 7.875% Senior Notes due 2025 (the “2025 Notes”), subject to satisfaction or waiver by the Company of the condition that certain”

HERBALIFE LTD. incurred revolving credit of $400 million with Coöperatieve Rabobank U.A., New York Branch, as administrative agent at Adjusted Term SOFR plus a margin of between 5.50% and 6.50%, or base rate plus a maturing April 12, 2028.

“the Revolving Credit Facility, with an aggregate principal amount of $400 million”

HERBALIFE LTD. incurred term loan of $400 million with Jefferies Finance LLC, as administrative agent at Adjusted Term SOFR plus a margin of 6.75%, or base rate plus a margin of 5.75% maturing April 12, 2029.

“ecured Credit Facility On April 12, 2024, the Company, HLF Financing, HII, Herbalife International Luxembourg S.à R.L., HBL IHB Operations S.à r.l., certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto, each issuing bank, Jefferies Finance LLC, as administrative agent for the lenders under the term loan B facility (the “Term B Facility”) and as collateral agent, and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent for the lenders under the revolving credit facility (the “Revolving Credit Facility”, and together with the Term B Facility, the “Credit Facilities”), entered into an eighth amendment (the “Amendment”) to the Credit Agreement dated as of August 16, 2018 (as so amended, the “Credit Agreement”).”

HERBALIFE LTD. incurred senior notes of $800 million aggregate principal amount with Citibank, N.A., as trustee and notes collateral agent at 12.250% maturing April 15, 2029.

“issued $800 million aggregate principal amount of 12.250% Senior Secured Notes due 2029 (the "Notes") to certain initial purchasers”

HERBALIFE LTD. amended Amendment with Jefferies Finance LLC and Coöperatieve Rabobank U.A., New York Branch valued at $400 million Term B Facility and $400 million Revolving Credit Facility (effective 2024-04-12).

“On April 12, 2024, the Company, HLF Financing, HII, Herbalife International Luxembourg S.à R.L., HBL IHB Operations S.à r.l., certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto, each issuing bank, Jefferies Finance LLC, as administrative agent for the lenders under the term loan B facility (the “Term B Facility”) and as collateral agent, and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent for the lenders under the revolving credit facility (the “Revolving Credit Facility”, and together with the Term B Facility, the “Credit Facilities”), entered into an eighth amendment (the “Amendment”) to the Credit Agreement dated as of August 16, 2018 (as so amended, the “Credit Agreement”).”

HERBALIFE LTD. entered into Indenture with Citibank, N.A. valued at $800 million aggregate principal amount of 12.250% Senior Secured Notes due 2029 (effective 2024-04-12).

“On April 12, 2024, HLF Financing SaRL, LLC (“HLF Financing”) and Herbalife International, Inc. (“HII” and together with HLF Financing, the “Issuers”), each a wholly owned subsidiary of Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company”), issued $800 million aggregate principal amount of 12.250% Senior Secured Notes due 2029 (the “Notes”) to certain initial purchasers (the “Offering”).”

Frank Lamberti changed role as Chief Commercial Officer at HERBALIFE LTD..

“Frank Lamberti, the Company’s current Chief Operating Officer, who will concurrently move laterally to the role of Chief Commercial Officer, each effective May 31, 2024.”

Troy Hicks was appointed as Chief Operating Officer at HERBALIFE LTD..

“Troy Hicks was appointed as Chief Operating Officer of Herbalife Ltd. (the “Company”), succeeding Frank Lamberti”

John DeSimone was appointed as Chief Financial Officer at HERBALIFE LTD..

“executed an employment agreement with John DeSimone in connection with his appointment as the Company’s Chief Financial Officer (the “CFO Employment Agreement”), effective March 17, 2024.”

HERBALIFE LTD. announced a restructuring with charges of at least $60 million of pre-tax expenses.

“The Company expects to recognize at least $60 million of pre-tax expenses in 2024 related to the restructuring, which is primarily related to severance costs.”

John DeSimone was appointed as Chief Financial Officer at HERBALIFE LTD..

“On March 17, 2024, John DeSimone was appointed as the Company’s Chief Financial Officer.”

Alex Amezquita departed as Chief Financial Officer at HERBALIFE LTD..

“On March 17, 2024, Alex Amezquita ceased to serve as the Company’s Chief Financial Officer but will continue to serve as an employee of the Company.”

Michael J. Levitt was appointed as Board member at HERBALIFE LTD..

“On March 1, 2024, the Board appointed Michael J. Levitt to fill the vacancy created by Mr. Jones’s departure.”

Kevin M. Jones resigned as Board member at HERBALIFE LTD..

“On March 1, 2024, the Board of Directors (the “Board”) of Herbalife Ltd. (the “Company”) accepted the resignation of Board member Kevin M. Jones, which was previously delivered pursuant to the Company’s director resignation policy set forth in its Principles of Corporate Governance.”

HERBALIFE LTD. reported fourth fiscal quarter and fiscal year ended December 31, 2023 results: revenue $1.2 billion, net income $10.2 million, EPS $0.10.

“year-over-year net sales growth on both reported and constant currency basis 1 Fourth consecutive quarter of improved year-over-year reported net sales trends Net sales of $1.2 billion, up 2.9% vs. 4Q ‘22; on constant currency basis 1 , net sales increased 2.5% vs. 4Q ‘22 Net income of $10.2 million and adjusted EBITDA 2 of $108.8 million Diluted EPS of $0.10”

Stephan Paulo Gratziani was appointed as President at HERBALIFE LTD..

“On December 15, 2023, Mr. Stephan Paulo Gratziani was appointed as the President of Herbalife Ltd. (the “Company”), effective January 2, 2024.”

HERBALIFE LTD. reported financial results for third quarter ended September 30, 2023.

“On November 1, 2023, Herbalife Ltd. (the “Company”) issued a press release announcing its financial results for its third fiscal quarter ended September 30, 2023.”

Rodica Macadrai was appointed as Director at HERBALIFE LTD..

“appointed Rodica Macadrai to fill the Board seat made vacant when Stephan Gratziani resigned from the Board on August 1, 2023 to become the Company’s Chief Strategy Officer.”

Stephan Gratziani was appointed as Chief Strategy Officer at HERBALIFE LTD..

“to become the Company’s Chief Strategy Officer”

Stephan Gratziani resigned as Director at HERBALIFE LTD..

“Stephan Gratziani resigned from the Board on August 1, 2023 to become the Company’s Chief Strategy Officer.”

HERBALIFE LTD. reported second quarter ended June 30, 2023 results: revenue $1.3 billion, net income $59.9 million, EPS $0.60.

“Second quarter 2023 net sales of $1.3 billion, down 5.7% compared to second quarter 2022; on a constant currency basis 1 , net sales declined 4.2% compared to the prior year period Year-over-year reported net sales trends improved for two sequential quarters Second quarter 2023 reported net income of $59.9 million and adjusted EBITDA 2 of $169.6 million Second quarter 2023 reported diluted EPS of $0.60 and adjusted diluted EPS 2 of $0.74”

Stephan Gratziani was appointed as Chief Strategy Officer at HERBALIFE LTD..

“On August 1, 2023, Mr. Stephan Gratziani resigned from the Company’s Board of Directors (the “Board”) and agreed to become an employee of the Company in the role of Chief Strategy Officer.”

Stephan Gratziani resigned as Director at HERBALIFE LTD..

“On August 1, 2023, Mr. Stephan Gratziani resigned from the Company’s Board of Directors (the “Board”) and agreed to become an employee of the Company in the role of Chief Strategy Officer.”

HERBALIFE LTD. reported first quarter ended March 31, 2023 results: revenue $1.3 billion, net income $29.3 million, EPS $0.29.

“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 sales of $1.3 billion, down 6.3% compared to first quarter 2022; on a constant currency basis 1 , net sales declined 2.6% compared to the prior year period First quarter 2023 reported net income of”

HERBALIFE LTD. shareholders approved Approve, as a special resolution, the name change of the Company from 'Herbalife Nutrition Ltd.' to 'Herbalife Ltd.' at the 2023-04-26 meeting.

“Proposal 4: Approve, as a special resolution, the name change of the Company from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.” The special resolution to approve the name change of the Company from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.” was approved. The voting results are as follows: For Against Abstain Broker Non-votes 83,729,110 176,192 37,543 0”

HERBALIFE LTD. shareholders approved Approve the Company's 2023 Stock Incentive Plan. at the 2023-04-26 meeting.

“Proposal 5: Approve the Company’s 2023 Stock Incentive Plan. The Company’s 2023 Stock Incentive Plan was approved. The voting results are as follows: For Against Abstain Broker Non-votes 56,868,314 18,972,225 40,762 8,061,544”

HERBALIFE LTD. shareholders approved Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2023. at the 2023-04-26 meeting.

“Proposal 6: Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was ratified. The voting results are as follows: For Against Abstain Broker Non-votes 83,688,765 223,734 30,346 0”

HERBALIFE LTD. shareholders approved Advise as to the frequency of shareholder advisory votes on compensation of the Company's named executive officers. at the 2023-04-26 meeting.

“Proposal 3: Advise as to the frequency of shareholder advisory votes on compensation of the Company’s named executive officers. Shareholders approved 1 year on the advisory vote as to the frequency of shareholder advisory votes on compensation of the Company’s named executive officers. The voting results are as follows: 1 year 2 years 3 years Abstain Broker Non-votes 64,052,233 10,915,848 900,338 12,882 8,061,544”

HERBALIFE LTD. shareholders approved Approve, on an advisory basis, the compensation of the Company's named executive officers. at the 2023-04-26 meeting.

“Proposal 2: Approve, on an advisory basis, the compensation of the Company’s named executive officers. The advisory resolution to approve the compensation of the named executive officers was approved. The voting results are as follows: For Against Abstain Broker Non-votes 68,148,486 7,695,289 37,526 8,061,544”

HERBALIFE LTD. shareholders approved Election of Directors. Ten board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2024 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. at the 2023-04-26 meeting.

“Proposal 1: Election of Directors. Ten board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2024 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. The voting results are as follows: For Against Abstain Broker Non-votes Michael O. Johnson 74,724,077 1,120,324 36,900 8,061,544 Richard H. Carmona 75,089,856 752,965 38,480 8,061,544 Celine Del Genes 75,377,989 459,297 44,015 8,061,544 Stephan Paulo Gratziani 75,519,872 323,286 38,143 8,061,544 Kevin M. Jones 75,179,807 656,712 44,782 8,061,544 Sophie L’Hélias 75,459,804 377,492 44,005 8,061,544 Alan W. LeFevre 75,380,982 458,533 41,786 8,061,544 Juan Miguel Mendoza 75,314,263 529,822 37,216 8,061,544 Don Mulligan 75,186,226 649,276 45,799 8,061,544 Maria Otero 74,830,492 1,007,570 43,239 8,061,544”

HERBALIFE LTD. amended Sixth Amendment with Coöperatieve Rabobank U.A., New York Branch (effective 2023-04-28).

“On April 28, 2023 (the “Amendment Effective Date”), Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company” and, together with its subsidiaries, the “Herbalife”), HLF Financing SaRL, LLC, an indirect wholly-owned subsidiary of the Company (“HLF Financing”), Herbalife International, Inc., an indirect wholly-owned subsidiary of the Company (“HII”), and Herbalife International Luxembourg S.à R.L., an indirect wholly-owned subsidiary of the Company (“HIL” and, collectively with the Company, HLF Financing and HII, the “Borrowers”), certain subsidiaries of the Borrowers party thereto as guarantors, the lenders party thereto, and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent for the lenders under the term loan A facility (the “Term Loan A Facility”) and revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan A Facility, the “Facilities”)), entered into a sixth amendment (the “Si”

Frank Lamberti was appointed as Chief Operating Officer at HERBALIFE LTD..

“On April 27, 2023, Frank Lamberti, currently the Company’s Regional President of the Americas, was appointed to succeed Mr. Schissel as the Chief Operating Officer effective July 1, 2023.”

Mark Schissel retired as Chief Operating Officer at HERBALIFE LTD..

“On April 27, 2023, the Company’s Chief Operating Officer, Mark Schissel, gave notice of his planned retirement.”