WW International names Stephen Bye CEO, director

WW International hires Stephen Bye as CEO under a rich cash and equity package, ending its interim leadership structure once he starts by late November 2026.

Rhea-AI Filing Summary

WW International, Inc. (WW) announced that it has appointed Stephen J. Bye as President and Chief Executive Officer and as a director, effective on a mutually agreed date on or prior to November 27, 2026. The board will expand from six to seven directors when he joins, and he will serve until the 2027 annual meeting or earlier departure.

WW entered into an employment agreement providing a $850,000 base salary, a target annual cash bonus of 125% of salary (with 2026 bonus guaranteed at target, pro-rated from his start date), a $1.5 million signing bonus paid in 2027 and 2028, and equity incentives including a $1.0 million signing RSU award and a $5.1 million initial equity grant, plus future annual equity grants from 2028 at least equal to 300% of salary. The agreement includes severance and accelerated vesting protections upon certain terminations, including enhanced benefits after a Change in Control. The interim Office of the Chief Executive will dissolve when Bye assumes the CEO role, with existing executives continuing as CFO and COO.

Positive

• Experienced new CEO with subscription background: WW appointed Stephen J. Bye, who has more than 30 years of leadership experience and a record of growing subscription and technology-driven businesses, to lead the company and join the board.
• Resolution of interim leadership: The interim Office of the Chief Executive will dissolve when Bye starts, returning WW to a traditional single-CEO structure while retaining continuity with the existing CFO and COO.

Negative

• Significant CEO compensation commitments: The new employment agreement includes $850,000 base salary, a 125% target bonus (with 2026 bonus guaranteed at target), a $1.5 million signing bonus, and substantial equity awards, increasing long-term compensation obligations.
• Robust severance and change-in-control protections: Cash severance up to two times salary plus target bonus, extended COBRA coverage, and broad accelerated vesting following certain terminations, especially after a Change in Control, may be costly in a downside or sale scenario.

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, or exhibit attachments filed with this report.

Key Figures

Base salary: $850,000 per year Target annual bonus: 125% of base salary Signing bonus: $1,500,000 total +5 more

8 metrics

Base salary $850,000 per year Annual base salary under Stephen Bye’s employment agreement

Target annual bonus 125% of base salary Performance-based cash bonus target; 2026 bonus guaranteed at target, pro-rated

Signing bonus $1,500,000 total $1,000,000 payable on or around December 31, 2027 and $500,000 on or around December 31, 2028

Signing RSU award $1,000,000 grant-date value Restricted stock units granted at commencement, vesting 18 months after the Commencement Date

Initial equity grant $5,100,000 grant-date value Equity grant to be made on or as soon as reasonably practicable following January 2027

Future annual equity awards At least 300% of base salary Annual grant date value for equity awards beginning in 2028

Relocation reimbursement cap $40,000 Maximum aggregate reimbursement for relocation expenses within six months after permanent location is set

Legal fee reimbursement cap $25,000 Payment or reimbursement for legal fees related to the employment agreement and ancillary agreements

Key Terms

Change in Control, Qualifying Termination, COBRA Continuation, restricted stock units, +2 more

6 terms

Change in Control regulatory

"within the 24-month period following the consummation of a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Qualifying Termination regulatory

"In the event of a termination of Mr. Bye’s employment by the Company without “cause” or by Mr. Bye for “good reason” (each, a “Qualifying Termination”)"

COBRA Continuation regulatory

"Company payment for the employer portion of his continued medical insurance coverage ... (“COBRA Continuation”)"

restricted stock units financial

"a signing grant of restricted stock units (“RSUs”) under the Company’s 2025 Stock Incentive Plan"

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.

2025 Stock Incentive Plan financial

"under the Company’s 2025 Stock Incentive Plan (the “2025 Stock Plan”)"

GLP-1 medications medical

"clinical care 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.

FAQ

Who was appointed CEO of WW (NASDAQ: WW) and when will he start?

WW appointed Stephen J. Bye as President and Chief Executive Officer and a director. His appointment becomes effective on a mutually agreed date on or prior to November 27, 2026.

What is Stephen Bye’s base salary and target bonus at WW?

Stephen Bye will receive an annual base salary of $850,000 and will be eligible for an annual performance-based cash bonus with a target of 125% of base salary. For 2026, this bonus is guaranteed at target and pro-rated from his commencement date.

What signing bonus and equity awards will the new WW CEO receive?

Bye will receive a $1.5 million signing bonus ($1.0 million around December 31, 2027 and $0.5 million around December 31, 2028), a $1.0 million signing RSU grant vesting 18 months after his start date, and an initial equity grant valued at $5.1 million in early 2027.

What severance is Stephen Bye entitled to if terminated without cause at WW?

Following a Qualifying Termination not tied to a Change in Control, Bye is entitled to cash equal to one year of salary plus target bonus paid over 12 months, up to 12 months of COBRA premium support, unpaid signing bonus amounts, and accelerated vesting of certain RSUs, subject to conditions.

How do Stephen Bye’s benefits change after a Change in Control of WW?

If a Qualifying Termination occurs within 24 months after a Change in Control, Bye is entitled to two times the sum of salary and target bonus in a lump sum, up to 24 months of COBRA premium support, payment of any unpaid signing bonus, and accelerated vesting of all unvested equity grants.

What happens to WW’s interim Office of the Chief Executive when the new CEO starts?

Upon Bye’s commencement as CEO, the Interim Office of the Chief Executive will dissolve. Felicia DellaFortuna and Jonathan Volkmann will resign from the interim office but continue as Chief Financial Officer and Chief Operations Officer, respectively.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 9, 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.

Appointment of New President and Chief Executive Officer and Director

On September 9, 2026, WW International, Inc. (the “Company”) announced the appointment of Stephen J. Bye as President and Chief Executive Officer and as a director of the Company, in each case effective on such date on or prior to November 27, 2026 that is mutually agreed to by the Company and Mr. Bye (the “Commencement Date”). In connection with his appointment as President and Chief Executive Officer, the Company’s board of directors (the “Board”) unanimously elected Mr. Bye as a director effective as of the Commencement Date, and he will serve as a director until the Company’s 2027 annual meeting of shareholders or until his successor is duly elected and qualified or his earlier death, resignation or removal. In connection with his appointment to the Board, the size of the Board will be increased from six to seven directors, effective as of the Commencement Date. There are no arrangements or understandings between Mr. Bye and any other person pursuant to which he was appointed as President and Chief Executive Officer or as a director of the Company. Mr. Bye has no family relationships with any director or executive officer of the Company, and there are no related-party transactions between the Company and Mr. Bye reportable under Item 404(a) of Regulation S-K.

Mr. Bye, age 58, served as President and Chief Executive Officer of Ookla (an Accenture company, which was acquired from Ziff Davis in June 2026), which manages globally recognized brands and services including Speedtest, Downdetector, Ekahau, and RootMetrics, beginning in January 2023. In September 2026, Mr. Bye gave notice of his resignation from his position with Ookla. From November 2019 to January 2023, Mr. Bye served as Executive Vice President and Chief Commercial Officer of DISH Network Corporation’s facilities-based wireless network business, and in 2019 he served as Chief Executive Officer of Connectivity Wireless, a provider of carrier-grade, in-building neutral host wireless solutions. He previously worked at C Spire, a regional wireless and broadband service provider, as President from 2017 to early 2019 and Chief Technology Officer from 2015 through 2016, and served as a director on the board of C Spire in 2019. Prior to that time, Mr. Bye served as Chief Technology Officer of Sprint from 2011 to 2015. Earlier in his career, he held a range of executive positions at Cox Communications, AT&T, BellSouth International, Optus Communications, and Telstra. Mr. Bye received a Bachelor of Engineering in Electrical Engineering from the University of Tasmania and a Bachelor of Science in Banking and Finance from the University of London, in association with the London School of Economics. Mr. Bye currently serves as a director of Inseego Corp. and EchoStar Corporation (and was a director on the board of DISH, prior to its acquisition by EchoStar).

Employment Agreement

On September 8, 2026, the Company entered into an employment agreement with Mr. Bye (the “Employment Agreement”). The material terms of the Employment Agreement are as follows: (i) a base salary of $850,000 per year; (ii) eligibility for an annual, performance-based cash bonus with a target bonus percentage of 125% of base salary (which for 2026 will be guaranteed assuming “target” performance, and pro-rated based on the number of days during 2026 following the Commencement Date); (iii) reimbursement for relocation expenses incurred by Mr. Bye during the six-month period following the date on which the Board determines Mr. Bye’s permanent location of employment, in the aggregate amount of up to $40,000; (iv) a signing bonus in the aggregate amount of $1,500,000, with $1,000,000 payable on or around December 31, 2027 and $500,000 payable on or around December 31, 2028 (the “Signing Bonus”); (v) a signing grant of restricted stock units (“RSUs”) under the Company’s 2025 Stock Incentive Plan (the “2025 Stock Plan”) with a grant date value of $1,000,000, with the number of RSUs calculated using the volume-weighted average price of the Company’s stock as reported on the Nasdaq Global Market for the 20-day trailing period ending on the Commencement Date, to be made on the Commencement Date, which shall vest in full on the 18-month anniversary of the Commencement Date, and with the other terms of such grant consistent with the terms of grants made to other executives (the “Signing RSU Award”); (vi) a grant under the 2025 Stock Plan with a grant date value of $5,100,000, to be made on or as soon as reasonably practicable following January 2027, with the terms of such grant consistent with the terms of grants made to other senior executives (the “Initial Grant”); (vii) commencing in 2028, eligibility to receive an annual grant under the 2025 Stock Plan and pursuant to the Company’s annual incentive equity award program with an annual grant date value of at least 300% of base salary, with the terms of such grants to be consistent with the terms of grants made to other senior executives; and (viii) payment or reimbursement of up to $25,000 of legal fees incurred in connection with the negotiation of the Employment Agreement and related ancillary agreements.

In the event of a termination of Mr. Bye’s employment by the Company without “cause” or by Mr. Bye for “good reason” (each, a “Qualifying Termination”), in addition to any accrued but unpaid base salary and other accrued and unpaid amounts, subject to the execution of a release of claims and continued compliance with his restrictive covenants, Mr. Bye shall be entitled to receive: (i) any unpaid annual bonus for the fiscal year completed prior to such Qualifying Termination (a “Prior Year Bonus”), payable when annual bonuses are paid to other executives; (ii) an amount in cash equal to the base salary plus the target annual bonus, payable in substantially equal installments over the 12-month period following the date of termination; (iii) Company payment for the employer portion of his continued medical insurance coverage under the Company-sponsored health plans (or payment in lieu thereof) (“COBRA Continuation”) for 12 months following the date of termination (or such shorter period of time if he obtains alternative health coverage from another employer); (iv) payment of any portion of the Signing Bonus that is unpaid as of the date of termination; and (v) accelerated vesting of (x) any portion of the Signing RSU Award that is unvested as of the date of termination and (y) a pro-rata portion of the Initial Grant calculated based on the date of termination.

In the event of a Qualifying Termination within the 24-month period following the consummation of a Change in Control (as defined in the 2025 Stock Plan), in lieu of the payments set forth in the immediately preceding paragraph and in addition to any accrued but unpaid base salary and other accrued and unpaid amounts, subject to the execution of a release of claims and continued compliance with his restrictive covenants, Mr. Bye shall be entitled to receive: (i) any accrued and unpaid Prior Year Bonus, payable when annual bonuses are paid to other executives; (ii) a pro-rata annual bonus for the fiscal year in which the Qualifying Termination occurs based on actual performance and pro-rated based on the date of termination (a “Pro-Rata Bonus”), payable when annual bonuses are paid to other executives; (iii) an amount in cash equal to (A) the sum of the base salary plus the target annual bonus multiplied by (B) two, payable in a lump sum within 60 days following the date of termination; (iv) COBRA Continuation for 24 months following the date of termination (or such shorter period of time if he obtains alternative health coverage from another employer); (v) payment of any portion of the Signing Bonus that is unpaid as of the date of termination; and (vi) accelerated vesting of the portion of any equity grants that are unvested and outstanding as of the date of termination.

In the event of a termination of Mr. Bye’s employment due to death or “disability,” in addition to any accrued but unpaid base salary and other accrued and unpaid amounts, subject to the execution of a release of claims and continued compliance with his restrictive covenants, Mr. Bye shall be entitled to receive: (i) any accrued and unpaid Prior Year Bonus, payable when annual bonuses are paid to other executives; (ii) a Pro-Rata Bonus for the year of termination, payable when annual bonuses are paid to other executives; (iii) payment of any portion of the Signing Bonus that is unpaid as of the date of termination; and (iv) accelerated vesting of any portion of the Signing RSU Award that is unvested on the date of termination.

The foregoing description is qualified in its entirety by reference to the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Dissolution of the Interim Office of the Chief Executive

As previously disclosed, in connection with the departure of the Company’s former President and Chief Executive Officer, the Board established an Interim Office of the Chief Executive (the “IOCE”), effective April 3, 2026, comprised of Felicia DellaFortuna, the Company’s Chief Financial Officer, and Jonathan Volkmann, the Company’s Chief Operations Officer, to serve as the principal executive officers of the Company on an interim basis until such time as the Board appointed a successor to the Company’s former President and Chief Executive Officer. In connection with Mr. Bye’s appointment as President and Chief Executive Officer, Ms. DellaFortuna and Mr. Volkmann resigned as members of the IOCE, effective as of the Commencement Date. Upon the Commencement Date, the IOCE will dissolve. Following the dissolution of the IOCE, Ms. DellaFortuna and Mr. Volkmann will continue to serve in their capacities as the Company’s Chief Financial Officer and Chief Operations Officer, respectively.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing the appointment of Mr. Bye has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

10.1		Employment Agreement, dated as of September 8, 2026, by and between WW International, Inc. and Stephen J. Bye
99.1		Press Release dated September 9, 2026
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: September 9, 2026				By:		/s/ Debra Cotter
				Name:		Debra Cotter
				Title:		Chief Legal Officer and Secretary

Exhibit 99.1

Weight Watchers Appoints Stephen Bye as Chief Executive Officer

Seasoned CEO Brings Track Record of Business Transformation, Consumer Subscription Growth and Significant Value Creation

NEW YORK, September 9, 2026 — WW International, Inc. (NASDAQ: WW) (“Weight Watchers” or the “Company”), the global leader in science-backed weight management, announced today that it has appointed Stephen Bye as its President and Chief Executive Officer and a member of the Company’s Board of Directors. Bye’s appointment will become effective this fall. He most recently served as President and Chief Executive Officer of Ookla, a global connectivity intelligence company whose industry leading brands include Speedtest, Downdetector, RootMetrics and Ekahau. During his tenure, Bye transformed and scaled this business, significantly growing the company’s subscription revenue while improving operational efficiency and profitability. He also led the successful integration of multiple acquisitions.

“We are thrilled to welcome Stephen as the CEO of Weight Watchers,” said Gene Davis, Chairman of the Weight Watchers Board of Directors. “He is a proven chief executive and operations expert with a track record of growing subscription businesses, strengthening consumer offerings and creating significant shareholder value. At Ookla, he redesigned and rebuilt the subscription business, sharpened the company’s product line and go-to-market strategy and drove meaningful growth, significantly increasing the company’s enterprise value during his tenure. That combination of consumer focus, operational discipline and technological expertise makes him exceptionally well suited to lead Weight Watchers through its next phase of growth.”

Nikolaj Sjoqvist, Chair of the Board’s Nominating and Corporate Governance Committee, said, “The Board approached this search with a clear and disciplined set of criteria for the leader we believe Weight Watchers needs at this stage of its evolution. We prioritized proven CEO leadership, deep experience in consumer subscription and product businesses, a track record of leading businesses through periods of significant change, and a demonstrated ability to drive profitable growth and create long-term shareholder value. Following an extensive search conducted by the full Board, Stephen emerged as the clear choice across each of these priorities and has the unanimous support of the Board.”

As Weight Watchers continues to build an integrated weight health platform for the GLP-1 era, Bye brings more than 30 years of leadership experience and a proven track record of scaling consumer businesses at the intersection of technology and changing consumer needs.

“Weight Watchers is at an important moment, with the strength of an iconic brand, a growing clinical business and significant potential to reshape how it serves consumers. What excites me most is the opportunity to bring together Weight Watchers’ proven behavioral approach, clinical care and access to GLP-1 medications with technology and an increased focus on data-driven results to create a truly integrated and personalized weight health experience,” said Bye. “I look forward to working with the Board and the entire Weight Watchers team to build on the progress underway, strengthen the business and help more people live healthier, longer lives.”

A veteran of the consumer subscription business, Bye has spent more than three decades leading companies through periods of significant industry disruption, evolving consumer expectations and technological change. Prior to his role at Ookla, he held senior leadership roles across some of the world’s largest communications and technology businesses. He served as Executive Vice President and Chief Commercial Officer of DISH Network’s wireless business, where he helped lead the development and commercialization of the company’s next-generation wireless network. He previously served as CEO of Connectivity Wireless, President of C Spire and Chief Technology Officer of Sprint, where he oversaw the deployment and evolution of the company’s nationwide network. Earlier in his career, he held leadership positions at Cox Communications, AT&T, BellSouth International, Optus Communications and Telstra.

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.

For investor inquiries, please contact:

Anna Kate Heller

WeightWatchers@icrinc.com

For media inquiries, please contact:

Melissa Garbayo

melissa.garbayo@ww.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 8.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 78.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 12.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.7 KB