Item 8.01 Other Events.

On December 5, 2022, Herbalife Nutrition Ltd. (the "Company") issued a press release announcing a proposed offering of $250.0 million aggregate principal amount of convertible senior 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. In addition, the Company expects to grant the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the convertible senior notes are first issued, up to an additional $37.5 million aggregate principal amount of convertible senior notes.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



99.1      Press Release issued by Herbalife Nutrition Ltd. on December 5, 2022
        announcing a proposed offering of $250 million aggregate principal amount
        of convertible senior notes.

104     Cover Page Interactive Data File - The cover page from the Company's
        Current Report on Form 8-K filed on December 5, 2022 is formatted in
        Inline XBRL (included as Exhibit 101).

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