Form 8-K

8-K — HERBALIFE LTD.

Accession: 0001213900-26-044204

Filed: 2026-04-16

Period: 2026-04-15

CIK: 0001180262

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

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0286430-8k_herbalife.htm (Primary)

EX-99.1 — PRESS RELEASE ISSUED BY HERBALIFE LTD. ON APRIL 15, 2026 ANNOUNCING THE PRICING OF AN OFFERING OF $800 MILLION AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED NOTES (ea028643001ex99-1.htm)

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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 15, 2026

Herbalife

Ltd.

(Exact Name of Registrant as Specified in

Charter)

Cayman Islands

1-32381

98-0377871

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

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 8.01 Other Events.

On April 15, 2026, Herbalife Ltd. (the “Company”)

issued a press release announcing the pricing of an offering by HLF Financing SaRL, LLC and Herbalife International, Inc., each a wholly

owned subsidiary of the Company, of $800 million aggregate principal amount of 7.750% senior secured notes due 2033 in a private offering

to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended

(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 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and

Exhibits.

(d) Exhibits.

99.1 Press Release issued by Herbalife Ltd. on April 15, 2026 announcing the pricing of an 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 15, 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 15, 2026

By:

/s/ John DeSimone

Name:

John DeSimone

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE ISSUED BY HERBALIFE LTD. ON APRIL 15, 2026 ANNOUNCING THE PRICING OF AN OFFERING OF $800 MILLION AGGREGATE PRINCIPAL AMOUNT OF SENIOR SECURED NOTES

EX-99.1

Filename: ea028643001ex99-1.htm · Sequence: 2

Exhibit 99.1

Herbalife Announces Pricing of $800 Million

Aggregate Principal Amount of Senior Secured Notes Offering

LOS ANGELES, April 15, 2026 – Herbalife Ltd. (NYSE: HLF)

(the “Company”), a global health and wellness company, today announced the pricing of the previously announced 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 due 2033 (the “Notes”) at a price to the public

of 100.00% of par.

The

Notes have a fixed annual interest rate of 7.750%, which will be paid semi-annually on May 1 and November 1 of each year, commencing on November

1, 2026. The Notes will be guaranteed on a senior secured basis by each of the Company and the Company’s existing and future subsidiaries

that is a guarantor of the obligations of any domestic borrower under the Company’s senior secured credit facility.

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.

The offering is expected to close on April 29, 2026, subject to customary

closing conditions.

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.

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.

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

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