[8-K] WW INTERNATIONAL, INC. Reports Material Event

Rhea-AI Filing Summary

WW International, Inc., known as Weight Watchers, appointed Lisa Gavales and Sue E. Gove as independent directors effective April 7, 2026. They will serve until the 2026 annual meeting and are expected to stand for election.

The Board increased to six directors, all classified as independent under Nasdaq listing standards. Each new director will receive an annual cash retainer of $90,000, plus $12,500 per year for each standing Board committee membership, with 2026 amounts prorated. Subject to their election at the 2026 annual meeting, they will be eligible for an annual restricted stock unit grant targeting $135,000 in value.

The company highlights their deep consumer, digital, turnaround and financial leadership experience to support Weight Watchers’ strategic transformation and growth focus in science-backed weight management and digital health.

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 size after appointments: 6 directors Annual director cash retainer: $90,000 Annual committee membership retainer: $12,500 +3 more

6 metrics

Board size after appointments 6 directors Following April 7, 2026 appointments

Annual director cash retainer $90,000 Standard non-employee director compensation, payable quarterly

Annual committee membership retainer $12,500 Per standing Board committee membership, payable quarterly

Target annual RSU grant $135,000 Restricted stock units, subject to 2026 shareholder election

Experience horizon 60+ years Weight Watchers operating history in weight management

Reference year-end for risk factors December 31, 2025 Form 10-K risk factor period cited in forward-looking statements

Key Terms

independent director, restricted stock units, Nasdaq listing standards, forward-looking statements, +2 more

6 terms

independent director regulatory

"The Board has affirmatively determined that each of Ms. Gavales and Ms. Gove qualifies as an “independent director” under Nasdaq listing standards."

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

restricted stock units financial

"eligible to receive an annual equity grant of restricted stock units with a target grant date value of $135,000"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Nasdaq listing standards regulatory

"The Board has affirmatively determined that each of Ms. Gavales and Ms. Gove qualifies as an “independent director” under Nasdaq listing standards."

Nasdaq listing standards are the set of rules a company must meet to be admitted to and remain on the Nasdaq stock market, covering financial thresholds (like minimum share price and earnings), reporting and disclosure, and board and governance practices. They matter to investors because meeting these standards signals a baseline of financial health and transparency, reduces the risk of sudden delisting, and helps ensure a market with enough buyers and sellers—like a safety checklist that keeps the trading venue orderly and trustworthy.

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.

science-backed weight management financial

"the global leader in science-backed weight management, offering an integrated support system built for the GLP-1 era"

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 →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 6, 2026, the Board of Directors (the “Board”) of WW International, Inc. (the “Company”) unanimously elected Lisa Gavales and Sue E. Gove as directors of the Company, effective April 7, 2026, to serve until the Company’s 2026 annual meeting of shareholders. Ms. Gavales and Ms. Gove are expected to stand for election at the Company’s 2026 annual meeting of shareholders. There were no arrangements or understandings pursuant to which Ms. Gavales or Ms. Gove were elected as directors, and there are no related party transactions between the Company and either Ms. Gavales or Ms. Gove reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that each of Ms. Gavales and Ms. Gove qualifies as an “independent director” under Nasdaq listing standards.

Committee assignments for Ms. Gavales and Ms. Gove have not yet been determined. When available, such committee assignments will be reported by an amendment to this Current Report on Form 8-K.

Ms. Gavales and Ms. Gove will each receive the Company’s standard compensation program provided to the Company’s non-employee directors for service on the Board, currently consisting of an annual cash retainer of $90,000 payable quarterly and additional annual cash retainers of $12,500 per year for membership on the standing Board committees on which she serves, payable quarterly. Such amounts shall be prorated with respect to fiscal 2026 based on each of Ms. Gavales and Ms. Gove’s time of service on the Board and its committees during fiscal 2026. In addition, subject to their election at the 2026 annual meeting of shareholders, Ms. Gavales and Ms. Gove will be eligible to receive an annual equity grant of restricted stock units with a target grant date value of $135,000, which will be granted on the first trading day of the Company’s open trading window following the date of the annual meeting of the Company’s shareholders for fiscal 2026.

In connection with the appointment of Ms. Gavales and Ms. Gove, the Board approved an increase in the size of the Board to six members.

Item 7.01. Regulation FD Disclosure.

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

The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K, 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 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.

Forward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the appointments of Lisa Gavales and Sue E. Gove as members of the Board. 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.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
Exhibit 99.1		Press Release dated April 7, 2026.
Exhibit 104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

3

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 7, 2026				By:		/s/ Felicia DellaFortuna
				Name:		Felicia DellaFortuna
				Title:		Chief Financial Officer

4

Exhibit 99.1

Weight Watchers Appoints Lisa Gavales and Sue Gove to Board of Directors

New, Independent Directors Bring Deep Consumer, Digital and Turnaround Expertise

to Support Strategic Transformation

NEW YORK – April 7, 2026 – WW International, Inc. (Nasdaq: WW) (“Weight Watchers” or the “Company”), the global leader in science-backed weight management, today announced that it has appointed accomplished executives, Lisa Gavales and Sue Gove, as independent members of the Company’s Board of Directors, effective April 7, 2026. Ms. Gavales and Ms. Gove will serve as directors until the Company’s 2026 annual meeting of shareholders and are expected to stand for election at the annual meeting. Following these appointments, the Board consists of six directors, all of whom are independent.

Lisa Gavales and Sue Gove are highly regarded consumer brand leaders with distinct expertise that will enhance the Board as Weight Watchers advances its next phase of growth. Ms. Gavales is a consumer and retail executive with a proven track record of building digitally-enabled, multi-channel businesses and strengthening brand engagement at scale. Among her experience, she has served as Chair of the Office of the CEO at Destination Maternity, Interim CEO of Bluestem Group, and previously as Chief Marketing Officer at Express. Ms. Gove has a proven track record of commercial leadership and strong financial acumen across consumer-facing organizations, and also brings extensive public company board experience. Most recently, she was president and CEO and a member of the board of directors of Bed Bath & Beyond after serving as Interim CEO, and brings experience as a CEO, COO and CFO.

Gene Davis, Chairman of the Weight Watchers Board, said, “The Board is committed to overseeing the Company’s transformation into the premier global destination for weight health and to delivering long-term value to shareholders. We are delighted to welcome Lisa and Sue to the Weight Watchers Board and look forward to benefiting from their experience and insights as we work to create long-term value for shareholders.”

Nikolaj Sjoqvist, Chairman of Weight Watchers Nominating and Corporate Governance Committee, said, “The appointments of Lisa and Sue reflect an ongoing process over several months to identify high-caliber directors with the right skills as we support management and position Weight Watchers for sustainable growth. Lisa’s expertise in e-commerce, brand building and customer engagement will contribute to driving continued growth and member acquisition, while Sue’s experience will ensure thoughtful resource prioritization.”

Ms. Gavales said, “I have long admired the Weight Watchers brand and its impact, and I’m pleased to join the Board at an important stage in the Company’s evolution. With a strong foundation and significant opportunity to expand its digital health offerings, I look forward to contributing my experience to advance Weight Watchers’ strategic objectives and create value.”

Ms. Gove said, “Weight Watchers is an iconic brand and organization that has initiated meaningful transformation over the past year. I look forward to working with my fellow directors and the management team to build on this important strategic direction, provide further financial oversight and support execution.”

About Lisa Gavales

Lisa Gavales is a proven consumer and retail executive with more than 30 years of experience. Most recently, she was Chair of the Office of the CEO at Destination Maternity Corp, the largest maternity apparel retailer in the U.S. She previously served as Interim CEO of Bluestem Group and as President, CEO and Chairman of the Board of Things Remembered. Earlier in her career, she held senior leadership roles at Talbots and Express, including Chief Marketing Officer of Express. Ms. Gavales began her career at Bloomingdale’s, where she spent more than a decade in senior roles across merchandising, marketing, strategic planning and digital commerce.

Ms. Gavales holds an MBA and a B.S. in Marketing from the University of Bridgeport.

About Sue Gove

Sue Gove is an experienced executive and board leader with deep expertise in operational transformation, financial leadership and strategic execution across consumer-facing businesses. Most recently, she was president and CEO and a member of the board of directors of Bed Bath & Beyond. She previously held CEO roles at Vitamin World and Golfsmith International, where she also served as Chief Operating Officer and Chief Financial Officer. Prior to these roles, Ms. Gove began her career at Zale Corporation, America’s largest specialty jewelry retailer, where she held senior leadership positions, including Chief Financial Officer and Chief Operating Officer. In addition, Ms. Gove currently serves on the board of directors of LKQ Corporation.

Ms. Gove holds a B.B.A in Accounting from the University of Texas McCombs School of Business.

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 board changes did WW (WW International) announce on April 7, 2026?

WW International appointed Lisa Gavales and Sue E. Gove as independent directors effective April 7, 2026. They will serve until the 2026 annual meeting of shareholders and are expected to stand for election at that meeting, bringing consumer, digital, turnaround and financial leadership experience.

How does the WW (WW International) board composition change with these appointments?

Following the appointments of Lisa Gavales and Sue Gove, the WW International Board consists of six directors. The company states that all six directors are independent under Nasdaq listing standards, emphasizing an independent oversight structure as the business pursues its strategic transformation in weight health.

What compensation will new WW (WW International) directors Lisa Gavales and Sue Gove receive?

Each director will receive an annual cash retainer of $90,000, payable quarterly, plus $12,500 per year for each standing Board committee on which she serves. These cash amounts will be prorated for fiscal 2026 based on their time on the Board and its committees.

What equity awards might WW (WW International) grant to the new directors?

Subject to their election at the 2026 annual meeting of shareholders, Lisa Gavales and Sue Gove will be eligible for an annual grant of restricted stock units with a target grant-date value of $135,000. The grant would occur on the first trading day of the company’s open trading window after the meeting.

Why did WW (WW International) highlight Lisa Gavales and Sue Gove’s backgrounds?

WW International emphasized Lisa Gavales’ experience in e-commerce, brand building and customer engagement, and Sue Gove’s operational transformation, financial leadership and public board experience. The company frames their expertise as supporting its strategic transformation and efforts to deliver long-term, sustainable growth in weight health solutions.

What forward-looking statement language does WW (WW International) include around these appointments?

WW International notes that statements about the appointments of Lisa Gavales and Sue Gove are forward-looking, subject to risks and uncertainties. It references risk factors in its Form 10-K for the year ended December 31, 2025, and subsequent SEC reports as potential drivers of materially different future outcomes.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB