[Form 4] WW International, Inc. Insider Trading Activity

Rhea-AI Filing Summary

WW International, Inc. (ticker: WW) – Form 4 filed for director Denis F. Kelly, covering transactions dated 24 June 2025.

The filing is entirely driven by the company’s court-approved reorganisation. On 24 June 2025, WW emerged from Chapter 11 following confirmation of its First Amended Joint Pre-packaged Plan of Reorganisation on 17 June 2025. Under the Plan, all shares of the old common stock were cancelled and replaced with new common stock at an exchange ratio of roughly 1 new share for every 93 old shares.

Key movements reported:

• Conversion (Code M) of 40,486 Deferred Stock Units (DSUs) into an equal number of old common shares immediately before cancellation.
• Disposal (Code D) of 185,907 old common shares as part of the court-mandated cancellation, leaving zero directly-held old shares.
• Receipt (Code A) of 1,996 new common shares on the 1:93 exchange ratio; these now represent Kelly’s direct holding.
• Similar involuntary disposals of 22,200 old shares held in custodial and IRA accounts, followed by proportional receipt of 168 and 67 new shares in those accounts.

The DSUs settled in full once Kelly ceased to be a Board member on the Effective Date. No open-market purchases or sales occurred, and no cash changed hands; all transactions were mandatory under the court-sanctioned Plan.

Investor takeaways: the emergence from Chapter 11 is structurally positive for WW’s balance sheet, yet legacy shareholders—including insiders—experienced material dilution. Outstanding old shares are now worthless, while the new equity base is dramatically smaller, resetting insider and public ownership stakes.

Insights

Restructuring Analyst

TL;DR – Mandatory share cancel & 1:93 exchange on Chapter 11 exit: dilution high, balance-sheet reset.

The Form 4 confirms mechanical implementation of WW’s confirmed Plan. Cancellation of all old shares and issue of new stock aligns with typical pre-pack outcomes. Dilution is severe—over 98% wipe-out for legacy equity—but this is consistent with the creditor-friendly structure that allowed WW to emerge quickly. No cash outflow from the company and no insider cash purchase signal; therefore, limited incremental insight on future operating performance. Still, legal emergence removes bankruptcy overhang and should permit normalised capital-market access, assuming new covenants are manageable.

Equity Research Analyst

TL;DR – Insider ends board tenure, receives only 1,996 new shares; signals extreme equity dilution.

The director’s direct stake fell from 185,907 old shares to 1,996 new shares, illustrating the magnitude of dilution (≈99%). Indirect accounts show the same pattern. Because the acquisitions were involuntary and at no cost, they do not indicate insider conviction. From an equity-holder view, the filing underscores that pre-petition shareholders have been largely wiped out, resetting valuation metrics. Post-emergence share count and ownership structure will be crucial for modelling EPS and free float.

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^*

KELLY DENIS F

(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		40,486(1)(2)	A	(1)(2)(3)	185,907	D
Common Stock	06/24/2025		D		185,907(4)	D	(4)	0	D
Common Stock	06/24/2025		A		1,996(4)	A	(4)	1,996	D
Common Stock	06/24/2025		D		16,000(4)	D	(4)	0	I	As Custodian for Grandchildren
Common Stock	06/24/2025		D		6,200(4)	D	(4)	0	I	By Spouse's Individual Retirement Account
Common Stock	06/24/2025		A		168(4)	A	(4)	168	I	As Custodian for Grandchildren
Common Stock	06/24/2025		A		67(4)	A	(4)	67	I	By Spouse's Individual Retirement Account

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)			40,486(1)(2)	(2)	(2)	Common Stock	40,486	(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 Denis F. Kelly	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.