Board keeps Office of CEO structure at WW International (WW)

Rhea-AI Filing Summary

WW International, Inc. filed an amended report to detail new board committee assignments and its interim leadership approach. Following their recent election to the Board, Lisa Gavales was appointed to the Compensation and Benefits Committee and the Strategy and Finance Committee, while Sue E. Gove joined the Audit Committee and the Nominating and Corporate Governance Committee, effective April 8, 2026.

The Board also confirmed it will continue operating under the existing Office of the CEO structure, led by CFO Felicia DellaFortuna and COO Jon Volkmann, and will not appoint an interim CEO. The Board states this arrangement provides experienced leadership and continuity while a permanent CEO search proceeds with the help of an executive search firm.

Insights

Corporate governance analyst

WW adds committee expertise and keeps dual-leader CEO office during its CEO search.

WW International is clarifying board governance by placing new directors Lisa Gavales and Sue Gove on key oversight committees, including Audit, Compensation and Nominating and Corporate Governance. This strengthens formal board structures around finance, strategy and executive pay.

The Board is also reaffirming its reliance on an Office of the CEO made up of the CFO and COO instead of naming an interim CEO. This maintains continuity during the permanent CEO search conducted with an executive search firm, concentrating leadership among two experienced insiders while the company navigates its strategy and operations.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board appointments effective date: April 8, 2026

1 metrics

Board appointments effective date April 8, 2026 Effective date for committee appointments of Gavales and Gove

Key Terms

Office of the CEO, Transition Committee, Nominating and Corporate Governance Committee, forward-looking statements, +1 more

5 terms

Office of the CEO financial

"the Board established a Transition Committee to oversee the Office of the CEO"

The office of the CEO is the leadership hub where the chief executive sets strategy, makes major decisions, coordinates senior managers, and represents the company to investors and the public. For investors it matters because the CEO’s priorities and management style shape growth plans, risk-taking, and capital allocation—much like a captain steering a ship, their direction affects company performance and shareholder value.

Transition Committee financial

"the Board established a Transition Committee to oversee the Office of the CEO"

A transition committee is a temporary group of board members and senior leaders formed to manage a major change, such as a leadership handoff, strategic pivot, merger, or sale. It sets the plan, timeline and checkpoints, coordinates teams, and ensures essential operations keep running during the handover. For investors, a clear and competent transition committee lowers uncertainty, helps protect company value and continuity, and signals how smoothly the company is likely to navigate the change—think of it as a relay team organizing the baton pass so the company keeps moving forward.

Nominating and Corporate Governance Committee financial

"appointed Ms. Gove to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

GLP-1 medications medical

"includes U.S.-based clinical interventions and access to GLP-1 medications when clinically appropriate"

GLP-1 medications are drugs that copy a natural gut hormone to help the body release insulin, lower blood sugar and reduce appetite by slowing how quickly the stomach empties. For investors, they matter because their strong clinical benefits have driven rapid sales growth, reshaped demand for diabetes and weight-loss treatments, and created regulatory, patent and pricing dynamics that can significantly affect healthcare companies’ revenues and profitability.

Understanding 8-K Material Events →

true 0000105319 0000105319 2026-04-06 2026-04-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 6, 2026

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia		001-16769		11-6040273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

18 West 18th Street, 7th Floor, New York, New York		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		WW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2026, WW International, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that on April 6, 2026, the Board of Directors of the Company (the “Board”) unanimously elected Lisa Gavales and Sue E. Gove as directors of the Company, effective April 7, 2026. At the time of the Initial Filing, the Board had not made a determination regarding committee assignments for Ms. Gavales or Ms. Gove. The Company is filing this Current Report on Form 8-K/A to disclose the committee assignments for Ms. Gavales and Ms. Gove.

On April 8, 2026, the Board appointed Ms. Gavales to serve as a member of the Compensation and Benefits Committee and Strategy and Finance Committee, and appointed Ms. Gove to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee, effective immediately.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing the committee appointments of Ms. Gavales and Ms. Gove has been furnished as Exhibit 99.1 to this Current Report on Form 8-K/A.

The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K/A is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K/A shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
Exhibit 99.1		Press Release dated April 9, 2026.
Exhibit 104		The cover page from this Current Report on Form 8-K/A, formatted in Inline XBRL.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				WW INTERNATIONAL, INC.
DATED: April 9, 2026				By:		/s/ Felicia DellaFortuna
				Name:		Felicia DellaFortuna
				Title:		Chief Financial Officer

3

Exhibit 99.1

Weight Watchers Announces Board Committee Appointments

NEW YORK – April 9, 2026 – WW International, Inc. (Nasdaq: WW) (“Weight Watchers” or the “Company”), the global leader in science-backed weight management, today announced the following updates to the composition of its Board of Directors’ standing committees following the appointments of Lisa Gavales and Sue Gove as independent directors:

• Audit Committee: Gene Davis (Chair), Sue Gove, Carney Hawks and Nikolaj Sjoqvist;

• Compensation and Benefits Committee: Carney Hawks (Chair), Gene Davis and Lisa Gavales;

• Nominating and Corporate Governance Committee: Nikolaj Sjoqvist (Chair), Gene Davis and Sue Gove; and

• Strategy and Finance Committee: Gene Davis (Chair), Lisa Gavales, Carney Hawks, Mike Mason and Nikolaj Sjoqvist.

Office of the CEO Update

As previously announced, the Board established a Transition Committee to oversee the Office of the CEO, which comprises Felicia DellaFortuna, the Company’s Chief Financial Officer, and Jon Volkmann, the Company’s Chief Operations Officer. The Office of the CEO will also benefit from the counsel of the Company’s newly appointed directors, Ms. Gavales and Ms. Gove.

Accordingly, the Board has determined that the Company is well positioned to continue under its existing Office of the CEO structure and therefore will not appoint an interim CEO. The Board believes the current structure provides strong, experienced leadership and continuity in the Office of CEO, enabling the Company to maintain strategic momentum during the search for a permanent CEO, which is being conducted with the support of a leading executive search firm.

About Weight Watchers

Weight Watchers is the global leader in science-backed weight management, offering an integrated support system built for the GLP-1 era that combines scientific expertise, medication, cutting-edge technology, and human connection. With more than 60 years of experience, Weight Watchers is the most studied commercial weight management program in the world, delivered through its No. 1 U.S. doctor-recommended weight-loss program. Its holistic, personalized approach also includes U.S.-based clinical interventions and access to GLP-1 medications when clinically appropriate, and a global network of coaches and community support. Since 1963, the company has led with science to deliver its members the personalized support they need to reach and sustain their goals. Members can access these solutions directly, or through Weight Watchers for Business’ full-spectrum platform for employers, health plans, and payers. In a landscape crowded with contradictory advice, isolating apps, and one-size-fits-all solutions, Weight Watchers offers a proven path forward that is rooted in research, grounded in empathy and designed to help every member feel better in their body and live a longer, healthier life. For more information, visit weightwatchers.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings the Company makes with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Forward-looking statements speak only as of the date the statements are made and are based on information available to the Company at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

For investor inquiries, please contact:

John Mills or Anna Kate Heller

WeightWatchers@icrinc.com

For media inquiries, please contact:

Lizzy Levitan

WW@hunt-gather.com

FAQ

What governance changes did WW (WW) disclose in this 8-K/A filing?

WW updated board governance by assigning new directors Lisa Gavales and Sue Gove to key committees, including Audit, Compensation and Nominating and Corporate Governance, and reaffirmed its Office of the CEO structure instead of appointing an interim CEO.

Which board committees will Lisa Gavales serve on at WW (WW)?

Lisa Gavales was appointed to the Compensation and Benefits Committee and the Strategy and Finance Committee. These roles place her at the center of executive pay, benefits decisions and broader financial and strategic oversight for WW International’s board.

Which board committees will Sue E. Gove serve on at WW (WW)?

Sue E. Gove joined the Audit Committee and the Nominating and Corporate Governance Committee. These assignments give her direct responsibilities over financial reporting oversight, director nominations and key corporate governance practices at WW International.

Did WW (WW) appoint an interim CEO in this disclosure?

WW did not appoint an interim CEO. Instead, the Board decided the company will continue under its existing Office of the CEO structure, led by CFO Felicia DellaFortuna and COO Jon Volkmann, while the search for a permanent CEO continues.

What is the Office of the CEO structure at WW (WW)?

The Office of the CEO at WW consists of Chief Financial Officer Felicia DellaFortuna and Chief Operations Officer Jon Volkmann. A Board Transition Committee oversees this structure while the company searches for a permanent CEO with support from an executive search firm.

Does the WW (WW) 8-K/A include any new financial results or transactions?

The 8-K/A focuses on governance updates, including committee appointments and interim leadership structure. It does not present new earnings, major transactions or financial performance data, centering instead on board composition and CEO transition oversight details.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB