15. Subsequent Events

2026 Senior Secured Debt Refinancing

During April 2026, the Company issued $800 million aggregate principal amount of 7.750% senior secured notes due 2033, or the 2033 Secured Notes, 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, and outside the United States to non-US persons in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. The 2033 Secured Notes are 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 2033 Secured Notes pay interest at a rate of 7.750% per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2026. The 2033 Secured Notes mature on May 1, 2033. The 2033 Secured Notes were sold at 100.00% of par, and the Company estimates its debt issuance cost in connection with the 2033 Secured Notes to be approximately $15 million. The Company expects to recognize an initial carrying value of approximately $785 million in debt related to the 2033 Secured Notes.

At any time prior to May 1, 2029, the Company may redeem all or part of the 2033 Secured Notes at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption date and accrued and unpaid interest to the redemption date. In addition, at any time prior to May 1, 2029, the Company may redeem up to 40% of the aggregate principal amount of the 2033 Secured Notes with the proceeds of one or more equity offerings, at a redemption price equal to 107.750%, plus accrued and unpaid interest. Furthermore, the Company may redeem all or part of the 2033 Secured Notes at the following redemption prices, expressed as percentages of principal amount, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Concurrently with the issuance of the 2033 Secured Notes, the Company amended the 2024 Credit Facility. The amendments to the 2024 Credit Facility, among other things, refinanced and replaced in full the 2024 Credit Facility with, (i) a Term Loan A, or 2026 Term Loan A, with an aggregate principal amount of $225 million and (ii) a revolving credit facility, or 2026 Revolving Credit Facility, with an aggregate principal amount of $425 million, collectively the 2026 Credit Facility. In connection with these amendments and the refinancing of the Company’s debt, the Company also borrowed $200 million on its $425 million 2026 Revolving Credit Facility as of the refinancing date. The 2026 Term Loan A was issued to the lenders at a 100.0% of par, and the Company estimates its debt issuance cost in connection with the amended 2026 Credit Facility to be approximately $4 million for each of the 2026 Term Loan A and 2026 Revolving Credit Facility, in total debt issuance costs of approximately $8 million related to the 2026 Credit Facility. The 2026 Term Loan A requires quarterly payments equal to 5.0% of the aggregate principal amount of the 2026 Term Loan A per annum, commencing with the quarter ending September 2026. The Company expects to recognize an initial carrying value of approximately $221 million in debt related to its 2026 Term Loan A.

Proceeds from the 2026 Credit Facility together with the proceeds from the 2033 Secured Notes and available cash, were used to repay its $365.0 million outstanding principal balance on its 2024 Term Loan B and fully redeem its $800.0 million outstanding principal balance on its 2029 Secured Notes. The 2029 Secured Notes were redeemed at an aggregate purchase price of approximately $853 million, which included $49.0 million related to the call premium and approximately $4 million of accrued interest. For accounting purposes, pursuant to ASC 470, Debt, these transactions are expected to be accounted for as an extinguishment of the 2024 Term Loan B and 2029 Secured Notes. As a result, the Company expects to recognize approximately $343 million and approximately $776 million as a reduction to long-term debt representing the carrying value of the 2024 Term Loan B and 2029 Secured Notes, respectively, as they were repaid and redeemed, as applicable, in full in the second quarter of 2026.

The total preliminary charge related to these refinancing transactions is estimated to be approximately $95 million and represents the Company’s preliminary estimate of the loss on the extinguishment of debt, which will be recorded in other expense, net within the Company’s condensed consolidated financial statements for the second quarter of 2026. The accounting impacts are expected to be finalized during the second quarter of 2026.

After April 29, 2026, the applicable interest rates on the Company’s borrowings under the 2026 Term Loan A and 2026 Revolving Credit Facility, as amended, will bear interest at, depending on the Company’s total leverage ratio, either the Term SOFR plus a margin of between 2.50% and 3.25%, or the base rate plus a margin of between 1.50% and 2.25%. The base rate represents the highest of the Federal Funds Rate plus 0.50%, one-month Term SOFR plus 1.00%, and the prime rate quoted by The Wall Street Journal, subject to a floor of 1.00%. The Company will pay a commitment fee on the 2026 Revolving Facility of, depending on the Company’s total leverage ratio, between 0.25% to 0.35% per annum on the undrawn portion of the 2026 Revolving Credit Facility. The 2026 Term Loan A and 2026 Revolving Credit Facility mature upon the earlier of (i) April 29, 2031, or (ii) December 16, 2027 if the outstanding principal on the 2028 Convertible Notes exceeds $250.0 million and the Company exceeds certain leverage ratios as of that date, or (iii) December 1, 2028 if the outstanding principal on the 2029 Notes exceeds $300.0 million and the Company exceeds certain leverage ratios as of that date.

The 2026 Credit Facility contains affirmative, negative and financial covenants customary for financings of this type, including, among other things, limitations or prohibitions on declaring and paying dividends and other distributions, redeeming and repurchasing certain other indebtedness, loans and investments, additional indebtedness, liens, mergers, asset sales and transactions with affiliates. In addition, the 2026 Credit Facility contains customary events of default. The 2026 Term Loan A and 2026 Revolving Credit Facility requires the Company to maintain a maximum total leverage ratio of 4.00:1.00, a maximum first lien net leverage ratio of 2.50:1.00, and a minimum fixed charge coverage ratio of 2.00:1.00.

Bioniq Acquisition

In April 2026, the Company entered into an asset purchase agreement with BQ Holding Ltd. and its subsidiaries (Bioniq) a UK-based, personalized supplements company, pursuant to which the Company acquired substantially all of the assets of Bioniq’s core personalized nutrition business for total base consideration of $55 million. As part of the transaction, Herbalife also obtained a call option to acquire Bioniq LAB, a separate platform focused on small molecules and peptides. The call option expires on December 31, 2031.

The $55 million total base consideration is payable over a five-year period, including an initial payment of $10 million, which was paid subsequent to closing. In addition, the transaction provides for contingent payments of up to an aggregate of $95 million, consisting of multiple milestone-based payments ranging from $5 million to $15 million each, payable to the sellers upon achievement of specified cumulative sales milestones for certain Bioniq products, as defined in the agreement. If the minimum cumulative sales thresholds are not achieved, no additional contingent payments will be required. The contingent consideration period expires on December 31, 2031.

As of March 31, 2026, since the transaction had not closed, no amounts related to the transaction had been recognized in the accompanying condensed consolidated financial statements. Subsequent to the closing, the Company will determine the appropriate accounting treatment for the transaction and expects to complete the preliminary purchase price allocation of the purchase consideration to the assets acquired in accordance with U.S. GAAP by the end of the second quarter of 2026.