[8-K] WW International, Inc. Reports Material Event

Rhea-AI Filing Summary

WW International, Inc. (Nasdaq: WW) filed an 8-K on 7 July 2025 announcing a governance change. The Board unanimously elected Fallon O’Connor-Brooks as an independent director effective 8 July 2025, with a term running until the 2026 annual meeting. Concurrently, the Board created a new Strategy and Finance Committee (effective 1 July 2025) and named Ms. O’Connor its first member.

Compensation mirrors the company’s standard package for non-employee directors:

• $90,000 annual cash retainer, paid quarterly
• Additional $10,000 annual cash fee for SF Committee service
• Proration applies for the remainder of fiscal 2025
• The Board expects to introduce a new equity grant program for non-employee directors later in fiscal 2025

No arrangements or related-party transactions were disclosed, and Nasdaq independence requirements are met. The filing also furnishes a press release (Exhibit 99.1) regarding the appointment. No financial results, transactions, or operational updates were included.

Positive

• Addition of an independent director improves board oversight and aligns with Nasdaq governance best practices.
• Creation of a Strategy and Finance Committee may signal increased focus on long-term strategic initiatives and capital allocation.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine 8-K—new independent director, new board committee; minimal direct financial impact.

The appointment strengthens board independence and signals focus on strategy and capital allocation via the newly formed Strategy and Finance Committee. Compensation is standard and immaterial to earnings. Lack of related-party ties minimizes governance risk. However, without further detail on Ms. O’Connor-Brooks’s expertise or strategic agenda, investor impact is limited. Overall, the filing is a neutral governance update rather than a value-moving event.

Portfolio Manager

TL;DR: Neutral; no earnings or guidance change—monitor committee output for future strategic moves.

This governance tweak does not alter the investment thesis today. Investors may view creation of a Strategy and Finance Committee as groundwork for potential capital structure or M&A actions, but no specifics are offered. I assign neutral impact; continue tracking subsequent disclosures for tangible strategic shifts or financial targets emanating from the new committee.

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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): July 7, 2025

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 July 7, 2025, the Board of Directors (the “Board”) of WW International, Inc. (the “Company”) unanimously elected Fallon O’Connor-Brooks as a director of the Company, effective July 8, 2025, to serve until the Company’s 2026 annual meeting of shareholders. There were no arrangements or understandings pursuant to which Ms. O’Connor was elected as a director, and there are no related party transactions between the Company and Ms. O’Connor reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. O’Connor qualifies as an “independent director” under Nasdaq listing standards. Concurrent with her appointment as a director of the Company, Ms. O’Connor was also appointed as a member of the Board’s Strategy and Finance Committee (the “SF Committee”), which the Board newly established effective July 1, 2025.

Ms. O’Connor will receive the Company’s standard cash compensation provided to the Company’s non-employee directors for service on the Board (which currently includes an annual cash retainer of $90,000 payable quarterly), as described further in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025. For Ms. O’Connor’s service as a member of the SF Committee, she is entitled to receive $10,000 per year, payable quarterly, in cash. Such amounts shall be prorated with respect to fiscal 2025 based on her time of service on the Board and its committees during fiscal 2025. For fiscal 2025, it is expected that the Board will establish a new equity compensation program for non-employee directors pursuant to which non-employee directors, including Ms. O’Connor, will be compensated.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing Ms. O’Connor’s election to the Board, among other matters, 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
Exhibit 99.1		Press Release dated July 8, 2025.
Exhibit 104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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: July 8, 2025				By:		/s/ Felicia DellaFortuna
				Name:		Felicia DellaFortuna
				Title:		Chief Financial Officer

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FAQ

What did WW International (WW) announce in its 8-K dated July 7, 2025?

The Board elected Fallon O’Connor-Brooks as an independent director and formed a new Strategy and Finance Committee.

When does Fallon O’Connor-Brooks’ term on the WW Board begin and end?

Her term begins on July 8, 2025 and runs until the 2026 annual shareholder meeting.

How much will the new WW director be paid?

She will receive a $90,000 annual cash retainer plus $10,000 per year for committee service, both prorated for 2025.

Is Fallon O’Connor-Brooks considered independent under Nasdaq rules?

Yes, the Board has affirmatively determined that she meets Nasdaq’s independence standards.

Does the 8-K include any financial results or guidance updates for WW International?

No, the filing is limited to governance matters and contains no financial performance data.