HERBALIFE LTD.

Our business, reputation, prospects, financial condition, operating results, cash flows, liquidity, and share price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A, Risk Factors, of the 2024 10-K. When any one or more of these risks materialize from time to time, our business, reputation, prospects, financial condition, operating results, cash flows, liquidity, and share price can be materially and adversely affected. Except as set forth below, there have been no material changes to our risk factors disclosed in the 2024 10-K.

Acquisitions can expose us to significant risks and additional costs.

We recently completed several acquisitions and may acquire other targets in the future. Acquisitions involve a number of risks, including:

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we may not accurately assess the value, strengths, weaknesses or potential profitability of a target;

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we may not receive the anticipated benefits from the transaction because an acquired business or assets may not perform as expected, or we may not manage the new business effectively;

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we may become liable for unknown or unforeseen pre-acquisition liabilities of an acquired business, including, tax and environmental liabilities and liabilities for employment practices;

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an acquisition can impair other acquired assets such as goodwill or Member or other third-party relationships;

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an acquisition can place significant demands on management’s time, which may divert their attention from our day-to-day business operations; and

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an acquisition can involve post-transaction disputes regarding a number of matters, including a purchase price or working capital adjustment, earn-out or other contingent payments.

Acquisitions also require that we integrate into our existing operations separate companies and stand-alone assets that historically operated independently or as part of another, larger organization. Acquisitions may require integration of differing control, finance, and administrative systems, processes and cultures, among other things.

We may not be able to manage these risks or successfully integrate a target, or may not be able to do so in a timely, efficient, or cost-effective manner. Any inability to manage these risks, including the integration process, and to realize the anticipated benefits of an acquisition could have a material adverse effect on our business, financial condition, or operating results.