WW International Form 4: insider shares wiped, 815 new shares issued post-bankruptcy

Rhea-AI Filing Summary

Form 4 Overview – WW International, Inc. (WW)

This Form 4 details insider transactions by former director Thilo Semmelbauer on 24 June 2025, the day WW International’s court-approved restructuring plan became effective and the company formally emerged from Chapter 11. The filing captures automatic equity conversions mandated by the plan rather than discretionary buying or selling.

Key Reported Movements

• Deferred Stock Units (DSUs): 26,282 DSUs were mandatorily settled for an equal number of shares of the company’s “Old Common Stock” immediately before emergence.
• Cancellation of Old Shares: All 75,797 shares of Old Common Stock then held by the reporting person were cancelled and extinguished in accordance with the reorganisation plan (coded “D” for disposition).
• Issuance of New Shares: Under the confirmed plan, the reporting person received 815 shares of New Common Stock, reflecting the court-approved conversion ratio of roughly 1 new share for every 93 old shares (transaction code “A”).
• Post-transaction holding: The insider now owns 815 New Common shares, held directly.

Context from the Plan of Reorganisation

• Voluntary Chapter 11 petitions were filed on 6 May 2025; the plan was confirmed on 17 June 2025 and became effective on 24 June 2025.
• The reporting person ceased to be a Board member, triggering full settlement of outstanding DSUs.

No cash consideration changed hands; all actions were involuntary and court-mandated. The disclosure mainly informs investors of the extinguishment of legacy equity, the sharply reduced share count per insider, and the company’s formal exit from bankruptcy.

Positive

• Company emerged from Chapter 11 on 24 June 2025, eliminating bankruptcy overhang.
• Plan of Reorganisation confirmed by Bankruptcy Court, providing legal certainty on capital structure.

Negative

• All Old Common Stock cancelled and extinguished, wiping out legacy equity positions.
• Severe dilution: 1 New Common share issued for approximately every 93 old shares.
• Insider no longer serves on the Board, indicating governance turnover.

Insights

Corporate Governance Expert

TL;DR: Old shares cancelled, 1-for-93 conversion; insider now holds 815 new shares after WW exits Chapter 11.

The filing confirms that WW International has consummated its court-approved restructuring. All legacy equity was wiped out and replaced with a substantially smaller pool of New Common Stock, signalling a near-total reset of ownership. The mandatory nature of the transactions and the insider’s loss of Board status underscore that these changes arise from bankruptcy reorganisation, not strategic trading. For governance watchers, the emergence milestone closes Chapter 11 but also evidences severe dilution for pre-petition shareholders. The conversion ratio (≈1:93) quantifies that dilution explicitly.

Risk Analyst

TL;DR: Emergence positive, but equity wipe-out and forced share exchange are materially negative for legacy holders.

From a risk perspective, the filing formally records the cancellation of 75,797 old shares and the issuance of only 815 new shares to the insider, highlighting a 98.9% reduction in share count for this stakeholder. While emergence from Chapter 11 removes bankruptcy risk, the equity structure reset implies high impairment to previous shareholders. The insider’s direct holding shift, combined with loss of Board representation, points to an altered governance and capital stack. Overall, the content is impactful because it evidences material dilution and finalises the restructuring process.

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

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X

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^*

Semmelbauer Thilo

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		26,282(1)(2)	A	(1)(2)(3)	75,797	D
Common Stock	06/24/2025		D		75,797(4)	D	(4)	0	D
Common Stock	06/24/2025		A		815(4)	A	(4)	815	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
Deferred Stock Unit	(1)(3)	06/24/2025		M(1)(2)			26,282(1)(2)	(2)	(2)	Common Stock	26,282	(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 and upon the Reporting Person ceasing to be a member of the Board of Directors, each Deferred Stock Unit settled in full.

3. Each Deferred Stock Unit represents a right to receive one share of Old Common Stock upon settlement (as defined below).

4. 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 Thilo Semmelbauer	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What happened to WW (WW) common stock on 24 June 2025?

All outstanding Old Common Stock was cancelled and extinguished under the confirmed reorganisation plan.

How many New Common shares did insider Thilo Semmelbauer receive?

He received 815 shares of New Common Stock involuntarily, without cash consideration.

What conversion ratio was applied to WW shareholders?

Approximately 1 New Common share for every 93 Old Common shares held on the effective date.

Did the insider buy or sell WW shares for cash?

No. All transactions were court-mandated conversions; no cash was exchanged.

Has WW International exited bankruptcy?

Yes. The company emerged from Chapter 11 on 24 June 2025 after the plan became effective.