WeightWatchers Exec's 43,880 Shares Convert to Just 470 in Chapter 11 Restructuring

Rhea-AI Filing Summary

WW International's Corporate Controller Nicole Haag reported significant insider transactions following the company's emergence from Chapter 11 bankruptcy on June 24, 2025. The transactions reflect the implementation of the company's reorganization plan, which was confirmed by the Delaware Bankruptcy Court on June 17, 2025.

Key transaction details:

• Multiple Restricted Stock Units (RSUs) totaling 49,864 shares were fully vested and converted to common stock
• 17,978 shares were withheld for tax obligations at $0.307 per share
• All outstanding old common stock was cancelled and converted to new common stock at a ratio of 1:93
• Following the reorganization, Haag received 470 shares of new common stock

These transactions were executed as part of WW International's bankruptcy reorganization plan and represent an involuntary conversion of equity holdings rather than traditional open-market transactions.

Positive

• None.

Negative

• WW International emerged from Chapter 11 bankruptcy on June 24, 2025, with significant equity dilution as shareholders received 1 new share for every 93 old shares
• All previous common stock was cancelled and extinguished as part of the bankruptcy reorganization plan

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Haag Nicole

(Last) (First) (Middle)

18 WEST 18TH STREET 7TH FLOOR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WW INTERNATIONAL, INC. [ WW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Corp Controller Prin Acct Off

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/24/2025		M		1,049(1)(2)	A	(1)(2)(3)	13,043	D
Common Stock	06/24/2025		M		3,286(1)(2)	A	(1)(2)(3)	16,329	D
Common Stock	06/24/2025		M		10,529(1)(2)	A	(1)(2)(3)	26,858	D
Common Stock	06/24/2025		M		35,000(1)(2)	A	(1)(2)(3)	61,858	D
Common Stock	06/24/2025		F		17,978(4)	D	$0.307	43,880	D
Common Stock	06/24/2025		D		43,880(5)	D	(5)	0	D
Common Stock	06/24/2025		A		470(5)	A	(5)	470	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)(3)	06/24/2025		M(1)(2)			1,049(1)(2)	(2)	11/15/2025	Common Stock	1,049(1)(2)	(1)(2)	0	D
Restricted Stock Unit	(1)(3)	06/24/2025		M(1)(2)			3,286(1)(2)	(2)	05/15/2026	Common Stock	3,286(1)(2)	(1)(2)	0	D
Restricted Stock Unit	(1)(3)	06/24/2025		M(1)(2)			10,529(1)(2)	(2)	05/15/2027	Common Stock	10,529(1)(2)	(1)(2)	0	D
Restricted Stock Unit	(1)(3)	06/24/2025		M(1)(2)			35,000(1)(2)	(2)	08/15/2026	Common Stock	35,000(1)(2)	(1)(2)	0	D

Explanation of Responses:

1. On May 6, 2025, the Issuer and its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Chapter 11 Cases," and such court, the "Bankruptcy Court"). On June 17, 2025, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' First Amended Joint Prepackaged Plan of Reorganization, as modified by the Confirmation Order (the "Plan"). On June 24, 2025 (the "Effective Date"), the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 Cases.

2. Pursuant to the Plan, each unvested Restricted Stock Unit ("RSU") was deemed fully vested and settled immediately prior to the effectiveness of the Plan.

3. Each RSU represents a contingent right to receive one share of Old Common Stock (as defined below).

4. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the awards described herein.

5. Pursuant to the Plan, on the Effective Date, all outstanding shares of the Issuer's common stock (the "Old Common Stock") were cancelled and extinguished. Pursuant to the Plan, new shares of the Issuer's common stock, no par value (the "New Common Stock") were issued to the Reporting Person on a ratio of 1 share of New Common Stock for approximately every 93 shares of Old Common Stock held by the Reporting Person on the Effective Date. The receipt of shares of New Common Stock was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court.

	/s/ Roxanne Tingir, as Attorney-in-Fact for Nicole Haag	06/26/2025
	** Signature of Reporting Person	Date
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FAQ

What insider trading activity occurred at WW International (WW) on June 24, 2025?

Nicole Haag, WW's Corporate Controller and Principal Accounting Officer, had several transactions on June 24, 2025: her Restricted Stock Units (RSUs) vested for a total of 49,864 shares, 17,978 shares were withheld for tax purposes, and due to the bankruptcy reorganization, her remaining shares were converted to new common stock at a ratio of 1 new share for every 93 old shares, resulting in 470 new shares.

How many shares of WW stock did Nicole Haag receive after the bankruptcy reorganization?

Following WW's bankruptcy reorganization on June 24, 2025, Nicole Haag received 470 shares of new common stock. This was based on a conversion ratio of 1 new share for approximately every 93 shares of old common stock held on the Effective Date of the reorganization plan.

What happened to WW International's existing shares during the June 2025 bankruptcy reorganization?

According to the filing, all outstanding shares of WW International's old common stock were cancelled and extinguished on June 24, 2025 (the Effective Date). Under the reorganization plan, shareholders received new common stock at a ratio of 1 new share for approximately every 93 shares of old common stock they previously held.

When did WW International file for Chapter 11 bankruptcy?

WW International and its subsidiaries filed voluntary petitions for Chapter 11 bankruptcy protection on May 6, 2025, in the United States Bankruptcy Court for the District of Delaware. The company's reorganization plan was confirmed on June 17, 2025, and became effective on June 24, 2025, when the company emerged from bankruptcy.

What happened to WW's unvested RSUs during the bankruptcy reorganization?

According to the filing, all unvested Restricted Stock Units (RSUs) were deemed fully vested and settled immediately prior to the effectiveness of the reorganization plan on June 24, 2025. Each RSU represented a contingent right to receive one share of the old common stock.