Form 8-K

8-K — HERBALIFE LTD.

Accession: 0001213900-26-043269

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001180262

SIC: 5122 (WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0279191-8k_herbalife.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED BY HERBALIFE LTD. ON APRIL 14, 2026 ANNOUNCING CERTAIN PRELIMINARY RESULTS FOR ITS FIRST FISCAL QUARTER ENDED MARCH 31, 2026 (ea027919101ex99-1.htm)

EX-99.2 — PRESS RELEASE ISSUED BY HERBALIFE LTD. ON APRIL 14, 2026 ANNOUNCING A PROPOSED OFFERING OF $800 MILLION AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED NOTES (ea027919101ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-04-14

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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 14, 2026

Herbalife Ltd.

(Exact

Name of Registrant as Specified in Charter)

Cayman Islands

1-32381

98-0377871

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

P.O. Box 309, Ugland House

Grand Cayman

Cayman Islands

KY1-1104

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: c/o (213) 745-0500

Not Applicable

(Former Name or Former Address,

if Changed Since Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, par value $0.0005 per share

HLF

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

April 14, 2026, Herbalife Ltd. (the “Company”) issued a press release announcing certain preliminary results for its first

fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The

information contained in this Item 2.02 and Exhibit 99.1 attached to this report shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On April 14, 2026, the Company issued a press release announcing a proposed offering by HLF Financing SaRL, LLC and Herbalife International,

Inc. (together, the “Issuers”), each a wholly owned subsidiary of the Company, of $800 million aggregate principal amount

of senior secured notes in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A

under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

On April 14, 2026, the Issuers also issued a notice

of conditional full optional redemption to redeem the full outstanding $800 million aggregate principal amount of the Issuers’ 12.250%

Senior Secured Notes due 2029 (the “2029 Secured Notes”), conditioned upon the completion of one or more debt financing transactions

and the receipt of aggregate gross proceeds by the Issuers of at least $800 million on or before April 29, 2026. If redeemed, the 2029

Secured Notes are expected to be redeemed at a price of $1,061.25 per $1,000 in principal amount of 2029 Secured Notes, plus accrued and unpaid interest to, but excluding, the redemption

date.

Item 9.01 Financial Statements and

Exhibits.

(d) Exhibits.

99.1 Press Release issued by Herbalife Ltd. on April 14, 2026 announcing certain preliminary results for its first fiscal quarter ended March 31, 2026.

99.2 Press Release issued by Herbalife Ltd. on April 14, 2026 announcing a proposed offering of $800 million aggregate principal amount of senior secured notes.

104 Cover Page Interactive Data File - The cover page from the Company’s Current Report on Form 8-K

filed on April 14, 2026 is formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

Herbalife Ltd.

April 14, 2026 By:

/s/ John DeSimone

Name:

John DeSimone

Title:

Chief

Financial Officer

EX-99.1 — PRESS RELEASE ISSUED BY HERBALIFE LTD. ON APRIL 14, 2026 ANNOUNCING CERTAIN PRELIMINARY RESULTS FOR ITS FIRST FISCAL QUARTER ENDED MARCH 31, 2026

EX-99.1

Filename: ea027919101ex99-1.htm · Sequence: 2

Exhibit 99.1

Herbalife

Provides Preliminary Q1 2026 Results:

Net Sales Above Guidance, Adjusted EBITDA1 Expected At or Above High End of Guidance;

Provides Update on Senior Secured Debt Refinancing Plans

LOS ANGELES, April 14, 2026 – Herbalife Ltd. (NYSE: HLF),

a premier health and wellness company, community and platform, today announced preliminary first quarter 2026 results. The Company expects:

● Net sales growth of 7.5% to 8.0% year-over-year, exceeding

the high end of previously issued first quarter guidance

● Net sales growth

on a constant currency basis2 of 5.0% to 5.5% year-over-year, above the high end

of previously issued first quarter guidance; and

● Adjusted EBITDA¹ on a reported basis at or above the

high end of previously issued first quarter guidance

First quarter 2026 guidance for each metric was previously issued on

February 18, 2026.

The Company’s first quarter net sales outperformance was driven

by Asia Pacific, led by estimated record quarterly net sales in India. Preliminary results indicate Asia Pacific, Latin America and Mexico

each delivered year-over-year net sales growth on both a reported and constant currency basis². EMEA is expected to report a slight

year-over-year net sales increase on a reported basis, driven by foreign exchange tailwinds, while declining on a constant currency basis².

North America and China are each expected to report year-over-year net sales declines on both a reported and constant currency basis².

In North America, net sales were negatively impacted by a combination of unusually severe weather conditions in January and February and

elevated levels of shipments in transit at quarter-end with the related revenue recognition deferred to the subsequent quarter. Excluding

these factors, North America net sales would have been slightly up year-over-year on both a reported and constant currency basis2.

Herbalife also provided an update on its previously announced plans

to refinance its senior secured debt. The Company is now targeting $1,450 million of secured financing, which is expected to include a

$425 million revolving credit facility, a $225 million Term Loan A and $800 million of other secured debt. The refinancing is expected

to extend the maturity profile of the Company’s senior secured debt.

“Our preliminary first quarter 2026 results reflect net sales

growth above the high end of our prior guidance range,” said Chief Financial Officer John DeSimone. “We remain committed to

completing a successful refinancing that extends our maturity profile and aligns with our pricing objectives.”

1 Non-GAAP Measure. Refer to

Schedule A – “Non-GAAP Financial Measures” for a discussion of why the Company believes this non-GAAP measure is useful.

2 Non-GAAP Measure. Refer to

Schedule A – “Non-GAAP Financial Measures” for a discussion of why the Company believes adjusting for the effects of

foreign exchange is useful.

The preliminary estimated select unaudited financial information described

above are estimates derived from our internal financial records, constitute forward-looking statements and are based on the information

available to the Company as of the date of this release and are subject to the completion of the Company’s customary financial and

other closing procedures. Accordingly, the Company’s final reported results for the first quarter of 2026 may differ materially

from these preliminary expectations. Factors that could cause actual results to differ include the discovery of new or additional information

that impacts accounting estimates, management’s judgment or valuation methodologies underlying these estimated results, and the

preparation of its unaudited condensed consolidated financial statements. This preliminary estimated financial information should not

be viewed as a substitute for our full interim financial statements and is not necessarily indicative of any future period or performance,

and accordingly, you should not place undue reliance on this preliminary estimated financial information.

Herbalife will release its first quarter 2026 financial results after

the close of trading on the New York Stock Exchange on Wednesday, May 6, 2026 and will host an audio webcast and conference call the same

day at 5:30 p.m. ET (2:30 p.m. PT) to discuss the Company’s financial results.

The terms of the proposed refinancing transactions will be disclosed

upon any completion of the transactions. The proposed refinancings will be subject to customary closing conditions and there can be no

assurance that the allocations among the debt instruments will not change, or that any of the refinancings will occur successfully, or

at all.

About Herbalife Ltd.

Herbalife (NYSE: HLF) is a premier health and wellness company, community

and platform that has been changing people's lives with great nutrition products and a business opportunity for its independent distributors

since 1980. The Company offers science-backed products to consumers in more than 90 markets through entrepreneurial distributors who provide

one-on-one coaching and a supportive community that inspires their customers to embrace a healthier, more active lifestyle to live their

best life.

For more information, visit https://ir.herbalife.com/.

Forward-Looking Statements

This release contains “forward-looking statements” within

the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state

securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and

objectives of management, including for future operations, capital expenditures, or share repurchases; any statements concerning proposed

new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief

or expectation; and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements may

include, among others, the words “may,” “will,” “estimate,” “intend,” “continue,”

“believe,” “expect,” “anticipate” or any other similar words.

Although we believe that the expectations reflected in any of our forward-looking

statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking

statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change

and to inherent risks and uncertainties, many of which are beyond our control. Important factors that could cause our actual results,

performance and achievements, or industry results to differ materially from estimates or projections contained in or implied by our forward-looking

statements include the following:

● the potential impacts of current global economic conditions,

including inflation, unfavorable foreign exchange rate fluctuations, and tariffs or retaliatory tariffs, on us; our Members, customers,

and supply chain; and the world economy;

● our ability to attract and retain Members;

● our relationship with, and our ability to influence the actions

of, our Members;

● our noncompliance with, or improper action by our employees

or Members in violation of, applicable U.S. and foreign laws, rules, and regulations;

● adverse publicity associated with our Company or the direct-selling

industry, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws;

● changing consumer preferences and demands and evolving industry

standards, including with respect to climate change, sustainability, and other environmental, social, and governance matters;

● the competitive nature of our business and industry;

● legal and regulatory matters, including regulatory actions

concerning, or legal challenges to, our products or network marketing program and product liability claims;

● the Consent Order entered into with the Federal Trade Commission,

or FTC, the effects thereof and any failure to comply therewith;

● risks associated with operating internationally and in China;

● our ability to execute our growth and other strategic initiatives

(such as restructuring efforts, increased market penetration in existing markets, and personalized product and related technology initiatives);

● the effectiveness and acceptance of new technology-driven

initiatives;

● any material disruption to our business caused by natural

disasters, other catastrophic events, acts of war or terrorism, including the wars in Ukraine and the Middle East, cybersecurity incidents,

pandemics, and/or other acts by third parties;

● our ability to adequately source ingredients, packaging materials,

and other raw materials and manufacture and distribute our products;

● our reliance on our information technology infrastructure,

and our ability to successfully develop, deploy, and integrate artificial intelligence into our business;

● noncompliance by us or our Members with any privacy, artificial

intelligence and data protection laws, rules, or regulations or any security breach involving the misappropriation, loss, or other unauthorized

use or disclosure of confidential information;

● contractual limitations on our ability to expand or change

our direct-selling business model;

● the sufficiency of our trademarks and other intellectual

property;

● product concentration;

● our reliance upon, or the loss or departure of any member

of, our senior management team;

● our ability to integrate and capitalize on acquisition transactions;

● restrictions imposed by covenants in the agreements governing

our indebtedness;

● risks related to our convertible notes;

● changes in, and uncertainties relating to, the application

of transfer pricing, income tax, customs duties, value added taxes, and other tax laws, treaties, and regulations, or their interpretation;

● our incorporation under the laws of the Cayman Islands; and

● share price volatility related to, among other things, speculative

trading and certain traders shorting our common shares.

Additional factors and uncertainties that could cause actual results

or outcomes to differ materially from our forward-looking statements are set forth in the Company's filings with the Securities and Exchange

Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange

Commission on February 18, 2026, including under the headings “Risk Factors” and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations” and in our Consolidated Financial Statements and the related Notes included

therein. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring

progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change

in the future.

Forward-looking statements made in this release speak

only as of the date hereof. We do not undertake any obligation to update or release any revisions to any forward-looking statement or

to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by

law.

Media Contact:

Miguel Lopez-Najera

Director, Global Corporate Communications

miguellope@herbalife.com

Investor Contact:

Erin Banyas

Vice President, Head of Investor Relations

erinba@herbalife.com

Supplemental Information

SCHEDULE A: NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA

The Company has included in this release adjusted EBITDA, a performance

measure that the Securities and Exchange Commission defines as a “non-GAAP financial measure.” Adjusted EBITDA is calculated

as net income attributable to Herbalife excluding the impact of certain unusual or non-recurring items such as expenses related to restructuring

initiatives, expenses related to the digital technology program, gains or losses from sale of property, gains or losses from extinguishment

of debt and certain tax expenses and benefits.

Management believes that such non-GAAP performance measure, when read

in conjunction with the Company’s reported results, calculated in accordance with U.S. GAAP, can provide useful supplemental information

for investors because it facilitates a period to period comparative assessment of the Company’s operating performance relative to

its performance based on reported results under U.S. GAAP, while isolating the effects of some items that vary from period to period without

any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company’s

operations and underlying operational performance.

The Company’s definition and calculation of adjusted EBITDA may

not be comparable to similarly titled measure used by other companies because other companies may not calculate it in the same manner

as the Company does and should not be viewed in isolation from, nor as an alternative to, net income attributable to Herbalife calculated

in accordance with U.S. GAAP.

Currency Fluctuation

The Company’s international operations have provided and will

continue to provide a significant portion of its total net sales. As a result, total net sales will continue to be affected by fluctuations

in the U.S. dollar against foreign currencies. In order to provide a framework for assessing how the Company’s underlying businesses

performed excluding the effect of foreign currency fluctuations, in addition to comparing the percent change in net sales from one period

to another in U.S. dollars, the Company also compares the percent change in net sales from one period to another period using “net

sales in local currency.” Net sales in local currency is not a measure presented in accordance with U.S. GAAP. Net sales in local

currency removes from net sales in U.S. dollars the impact of changes in exchange rates between the U.S. dollar and the local currencies

of the Company’s foreign subsidiaries, by translating the current period net sales into U.S. dollars using the same foreign currency

exchange rates that were used to translate the net sales for the previous comparable period. The Company believes presenting net sales

in local currency is useful to investors because it allows a meaningful comparison of net sales of its foreign operations from period

to period. However, net sales in local currency should not be considered in isolation or as an alternative to net sales in U.S. dollar

measures that reflect current period exchange rates, or to net sales calculated and presented in accordance with U.S. GAAP.

EX-99.2 — PRESS RELEASE ISSUED BY HERBALIFE LTD. ON APRIL 14, 2026 ANNOUNCING A PROPOSED OFFERING OF $800 MILLION AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED NOTES

EX-99.2

Filename: ea027919101ex99-2.htm · Sequence: 3

Exhibit 99.2

Herbalife Announces Proposed Offering of $800

Million Aggregate Principal Amount of Senior Secured Notes

LOS ANGELES, April 14, 2026 – Herbalife Ltd. (NYSE: HLF)

(the “Company”), a global health and wellness company, today announced that HLF Financing SaRL, LLC and Herbalife International,

Inc. (together, the “Issuers”), each a wholly owned subsidiary of the Company, intend, subject to market and other conditions,

to offer $800 million aggregate principal amount of senior secured notes due 2033 (the “Notes”).

The Company expects to use the net proceeds from the offering, together

with proceeds from the refinancing of the Company’s existing senior secured credit facility, including borrowings under its revolving

credit facility, and available cash, to repay indebtedness, including borrowings outstanding under the Company’s senior secured

credit facility and the Issuers’ 12.250% Senior Secured Notes due 2029, and to pay related fees and expenses.

This press release is neither an offer to sell nor a solicitation of

an offer to buy the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation

or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any

offer, if at all, will be made only pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),

and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes have not been and are

not expected to be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold

in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute

a notice of redemption with respect to the Issuers' 12.250% Senior Secured Notes due 2029.