JOHNSON MICHAEL 4

What Happened

• Michael Johnson, Executive Chairman and Director of Herbalife Ltd. (HLF), received equity awards on February 25, 2026: 72,689 restricted stock units (RSUs) and 399,619 stock appreciation rights (SARs). Both awards were reported as acquired at $0.00 per share (no cash exchanged at grant).

Key Details

• Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (appears timely).
• Transaction code: A = Award/Grant.
• RSUs: 72,689 units granted (Footnote F1). Vesting: 50% on Feb 25, 2027 and 50% on Feb 25, 2028, subject to continued service.
• SARs (derivative): 399,619 SARs granted (Footnote F2). Vesting: 50% on Feb 25, 2027 and 50% on Feb 25, 2028, subject to continued service.
• Shares owned after transaction: not specified in the provided filing details.
• No sale or purchase of shares occurred — these are compensation grants, not open‑market transactions.

Context

• RSUs convert into ordinary shares upon vesting (subject to service conditions). SARs are derivative awards that typically pay the appreciation in share value (cash or shares) if the stock rises and vest per the schedule above.
• Awards are standard compensation and do not necessarily signal an insider buying or selling stock; they reflect company compensation decisions.