HERBALIFE LTD.

(a) On October 29, 2026, the Company’s Board of Directors appointed John DeSimone, formerly the Company’s Chief Financial Officer, to serve as Interim Chief Executive Officer effective November 1, 2026 following the departure of Stephan Gratziani. In connection with Mr. DeSimone’s appointment as Interim Chief Executive Officer, on October 29, 2026, the Board of Directors also accelerated the effective date of the previous appointment of Scott Schaefer to serve as the Company’s Chief Financial Officer to November 1, 2026. Mr. Schaefer was originally expected to begin serving as Chief Financial Officer on January 1, 2027.

Mr. DeSimone, 60, has served as the Company’s Chief Financial Officer since March 2024. From August 2023 to March 2024, Mr. DeSimone served as Special Advisor to the Chief Executive Officer. He previously served as the Company’s Chief Strategic Officer from February 2023 to August 2023, Executive Vice Chairman from August 2022 to February 2023, President from March 2020 to August 2022, and Co-President and Chief Strategic Officer from May 2018 to March 2020. From January 2010 until May 2018, Mr. DeSimone served as the Company’s Chief Financial Officer. Mr. DeSimone joined the Company in November 2007 as Senior Vice President, Corporate Financial Planning and Analysis and was promoted to the position of Senior Vice President, Finance & Distributor Operations in January 2009. Mr. DeSimone received his Bachelor of Science in Business Administration from Bryant College (now known as Bryant University).

In connection with his appointment, the independent members of the Board of Directors approved the following compensation for Mr. DeSimone while he serves as Interim Chief Executive Officer: (i) an annual base salary of $1,100,000; (ii) a target annual bonus opportunity equal to 160% of base salary; and (iii) equity awards under the Company’s 2023 Stock Incentive Plan (the "Plan") with an aggregate grant-date value of $9,040,000 (the “DeSimone Awards”). The DeSimone Awards consist of the following: (i) 50% of the value of the DeSimone Awards are performance stock units (“PSUs”) that are subject to performance-based vesting criteria, (ii) 25% of the value of the DeSimone Awards are restricted cash units (“RCUs”) and (iii) 25% of the value of the DeSimone Awards are stock appreciation rights (“SARs”). The portions of the DeSimone Awards granted in the form of SARs and RCUs vest, subject to continued employment as the Interim Chief Executive Officer with the Company, in equal annual installments over three years from the date of grant. The portion of the DeSimone Awards granted in the form of PSUs vests based on continued employment and the satisfaction of the performance-based vesting criteria on the third anniversary of the date of grant. Notwithstanding the foregoing, if a new non-interim Chief Executive Officer commences employment with the Company or Mr. DeSimone’s employment is terminated by the Company without “cause” (as defined in the applicable award agreement), then, subject to his execution and non-revocation of a general release of claims in favor of the Company, the unvested portion of the DeSimone Awards will vest on a pro-rata basis based on the number of days elapsed from the date of grant through the date of such event, with the PSUs remaining subject to the Company’s actual achievement of the applicable performance-based vesting criteria, and the remaining unvested portion will be forfeited. In addition, Mr. DeSimone will be eligible for treatment under the Company’s Retirement Policy to the extent he satisfies its eligibility requirements. Upon any of the events described above, the vesting and exercisability of the DeSimone Awards and Mr. DeSimone’s other outstanding equity awards will be determined under whichever of the pro-rata vesting provisions described above or the Retirement Policy is more favorable to him.

(b) None.

(c)None.