Herbalife Announces Planned CEO Transition

Stephan Gratziani to Transition to a Consultant Role and Refocus on His Distributorship; Board Committee Overseeing Process for Successor

LOS ANGELES--(BUSINESS WIRE)--Herbalife Ltd. (NYSE: HLF) (“the Company”), a premier health and wellness company, community and platform, today announced that Stephan Gratziani will transition from his role as Chief Executive Officer, effective October 31, 2026. Following the transition, Gratziani will continue supporting Herbalife as a consultant focused on strategy and business development. He will also return his primary focus to his independent distributorship of nearly 700,000 distributors and preferred members.

The Board of Directors has formed a committee to oversee the succession process for Gratziani. John DeSimone, the Company’s Chief Financial Officer, will serve as Interim Chief Executive Officer beginning November 1, 2026.

Gratziani joined Herbalife as Chief Strategy Officer in August 2023, under an initial two-and-a-half-year agreement, at a time when the company was navigating a challenging post-pandemic period that contributed to 12 consecutive quarters of decline. As a strategic thinker from the field, Gratziani was brought in to help establish a vision and strategy to help stabilize the business. Since then, Herbalife has returned to growth and established a stronger foundation for the future.

“Over the past several years, we have established a clear strategy and strengthened the Company’s focus on our distributors and the markets they serve,” said Gratziani. “With the business now having returned to growth and a strong foundation in place, this is the right time for the company to enter its next phase, with an increased focus on execution and operations across our complex global company. I remain deeply committed to Herbalife and look forward to supporting the company as a consultant and returning to my roots as a distributor, while devoting more time to my family.”

“Stephan provided us with a vision for our Herbalife community and a path toward becoming the leader in health and wellness and in the personal business opportunity we provide. I am personally grateful, as is the entire Board, for the incredible investment of time, energy and passion he has made on behalf of Herbalife and all our stakeholders,” said Michael O. Johnson, Executive Chairman and Chairman of the Board. “I look forward to Stephan’s ongoing contributions as we continue advancing the strategy he helped establish, with an increasing emphasis on execution and operating performance.”

About John DeSimone

DeSimone has been with Herbalife for nearly 20 years as a trusted advisor, partner, and mentor across the organization. In addition to serving as Herbalife’s Chief Financial Officer, he has served in senior leadership positions including President, Chief Strategy Officer, and Special Advisor to the CEO. He brings deep institutional knowledge and proven leadership experience to the interim role and will work closely with the Board and the leadership team to sustain execution of the Company’s strategy through the transition.

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 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:
Samantha Holway
Vice President, Investor Relations
samanthagou@herbalife.com