Weight Watchers Emerges from Bankruptcy with 93:1 Stock Consolidation Plan

Rhea-AI Filing Summary

WW International Director Tracey D. Brown reported significant changes in beneficial ownership 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:

• Disposition of 30,655 shares of old common stock, which were cancelled and extinguished under the bankruptcy plan
• Acquisition of 329 shares of new common stock, issued at a conversion ratio of approximately 1:93 (new:old shares)
• The share exchange was involuntary and executed without consideration as part of the court-approved reorganization plan

This Form 4 filing represents the completion of WW International's bankruptcy restructuring and the implementation of its new capital structure. The reporting person now holds 329 shares of the reorganized company's common stock under direct ownership.

Positive

• Company successfully emerged from Chapter 11 bankruptcy with court-approved reorganization plan, providing a path forward for business continuity

Negative

• WW International completed Chapter 11 bankruptcy reorganization on June 24, 2025, resulting in significant shareholder dilution
• All existing common stock was cancelled and exchanged at a highly dilutive ratio of 1 new share for every 93 old shares
• Director Tracey Brown's holdings were drastically reduced from 30,655 shares to just 329 shares due to the bankruptcy reorganization

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brown Tracey D

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	30,655	$0.00	--
Grant/Award	Common Stock	329	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Brown Tracey D

(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		D		30,655(1)(2)	D	(2)	0	D
Common Stock	06/24/2025		A		329(2)	A	(2)	329	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

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, 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 Tracey D. Brown	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many shares of WW International (WW) stock did Director Tracey Brown hold after the bankruptcy reorganization?

According to the Form 4 filing, after the bankruptcy reorganization on June 24, 2025, Director Tracey Brown held 329 shares of new WW common stock. This resulted from the conversion of 30,655 shares of old common stock at a ratio of approximately 1 new share for every 93 old shares.

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.

What was the conversion ratio for WW's old common stock to new common stock in the bankruptcy reorganization?

Under the bankruptcy reorganization plan, WW International's old common stock was converted to new common stock at a ratio of approximately 1 new share for every 93 shares of old common stock held on the effective date of June 24, 2025.

When did WW International emerge from Chapter 11 bankruptcy?

WW International emerged from Chapter 11 bankruptcy on June 24, 2025 (the 'Effective Date'), when the company's First Amended Joint Prepackaged Plan of Reorganization became effective after being confirmed by the Bankruptcy Court on June 17, 2025.