Nantahala Capital Management and its principals reported a significant stake in Herbalife Ltd. They disclosed beneficial ownership of 8,681,857 common shares, representing 8.40% of the outstanding class as of December 31, 2025. The shares are held across funds and separately managed accounts under Nantahala’s control, with shared power to vote and dispose.
Managing members Wilmot B. Harkey and Daniel Mack may each be deemed beneficial owners of the same 8,681,857 shares through their control of Nantahala. The filing states the position was acquired and is held in the ordinary course of business, not for the purpose of changing or influencing control of Herbalife, other than activities solely in connection with a nomination under Rule 240.14a-11.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
HERBALIFE LTD.
(Name of Issuer)
Common Shares, par value $0.0005 per share
(Title of Class of Securities)
G4412G101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G4412G101
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,681,857.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,681,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,681,857.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.40 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
G4412G101
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,681,857.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,681,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,681,857.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.40 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
G4412G101
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,681,857.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,681,857.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,681,857.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.40 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
HERBALIFE LTD.
(b)
Address of issuer's principal executive offices:
P.O. BOX 309GT UGLAND HOUSE, SOUTH CHURCH STREET GEORGE TOWN, CAYMAN ISLANDS, KY1-1104
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Shares, par value $0.0005 per share
(e)
CUSIP No.:
G4412G101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, Nantahala may be deemed to be the beneficial owner of 8,681,857 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 8.40%
(2) Wilmot B. Harkey: 8.40%
(3) Daniel Mack: 8.40%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 8,681,857 Shares.
(2) Wilmot B. Harkey: 8,681,857 Shares.
(3) Daniel Mack: 8,681,857 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 8,681,857 Shares.
(2) Wilmot B. Harkey: 8,681,857 Shares.
(3) Daniel Mack: 8,681,857 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake in Herbalife (HLF) does Nantahala Capital report on this Schedule 13G/A?
Nantahala Capital Management reports beneficial ownership of 8,681,857 Herbalife common shares, equal to 8.40% of the class as of December 31, 2025. The shares are held by funds and separately managed accounts under Nantahala’s control.
Who are the reporting persons in the Herbalife (HLF) Schedule 13G/A filing?
The reporting persons are Nantahala Capital Management, LLC, and its managing members Wilmot B. Harkey and Daniel Mack. Each may be deemed a beneficial owner of the same 8,681,857 Herbalife shares through their control of Nantahala.
How much voting and dispositive power over Herbalife (HLF) shares is reported?
The filing reports 0 shares with sole voting or dispositive power and 8,681,857 shares with shared voting and shared dispositive power. Nantahala, Harkey, and Mack each report identical shared voting and shared dispositive authority over these Herbalife common shares.
Is Nantahala’s Herbalife (HLF) position intended to influence control of the company?
The filing certifies the Herbalife shares were acquired and are held in the ordinary course of business and not for changing or influencing control, except for activities solely in connection with a nomination under Rule 240.14a-11.
What is the relevant date for the ownership reported in this Herbalife (HLF) Schedule 13G/A?
The ownership information is stated as of December 31, 2025, which is the date of the event requiring the filing. As of that date, the reporting persons collectively may be deemed to beneficially own 8.40% of Herbalife’s common shares.
Where is Nantahala Capital Management, the Herbalife (HLF) reporting holder, based?
Nantahala Capital Management’s principal business office is listed as 130 Main St., 2nd Floor, New Canaan, Connecticut 06840. Nantahala is a Massachusetts limited liability company, while Messrs. Harkey and Mack are citizens of the United States.
