Weight Watchers Executive Holdings Slashed 93% in Bankruptcy Restructuring Deal

Rhea-AI Filing Summary

WW International (WW) Chief Legal Admin. Officer & Secretary Jacqueline Cooke 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:

• 18,254 Restricted Stock Units (RSUs) and 27,382 Performance Stock Units (PSUs) were deemed fully vested and settled
• 22,627 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 approximately 1:93
• Following the reorganization, Cooke holds 295 shares of the new common stock

These transactions were involuntary and executed in accordance with the bankruptcy reorganization plan, representing a significant restructuring of the company's equity structure and executive compensation arrangements.

Positive

• None.

Negative

• WW International completed bankruptcy reorganization on June 24, 2025, with significant shareholder dilution - Old common stock was cancelled and converted to new shares at approximately 1:93 ratio
• Shareholders experienced severe dilution through bankruptcy reorganization, with each 93 shares of old stock converting to just 1 share of new stock
• All previous equity was essentially wiped out through the Chapter 11 reorganization process, indicating severe financial distress

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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hours per response:			0.5

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^*

Cooke Jacqueline

(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)
	Chief Legal Admin. Off. & Sec.

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		18,254(1)(2)	A	(1)(2)(3)	22,852	D
Common Stock	06/24/2025		A		27,382(1)(4)	A	(1)(4)	50,234	D
Common Stock	06/24/2025		F		22,627(5)	D	$0.307	27,607	D
Common Stock	06/24/2025		D		27,607(6)	D	(6)	0	D
Common Stock	06/24/2025		A		295(6)	A	(6)	295	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)			18,254(1)(2)	(2)	05/15/2027	Common Stock	18,254(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. Pursuant to the Plan, each unvested Performance Restricted Stock Unit ("PSU") was deemed vested at target and settled immediately prior to the effectiveness of the Plan. This amount represents shares acquired upon the settlement of the PSUs.

5. 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.

6. 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 Jacqueline Cooke	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 insider transactions occurred at WW International (WW) on June 24, 2025?

On June 24, 2025, Jacqueline Cooke, Chief Legal Admin. Officer & Secretary of WW, received 18,254 shares from RSUs and 27,382 shares from PSUs that vested. 22,627 shares were withheld for taxes, and due to 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 295 new shares.

Why did WW International (WW) cancel and reissue its common stock in June 2025?

WW International canceled and reissued its common stock as part of its Chapter 11 bankruptcy reorganization. On June 24, 2025, following the Bankruptcy Court's approval of their First Amended Joint Prepackaged Plan of Reorganization, all outstanding shares of old common stock were cancelled and new shares were issued at a ratio of 1 new share for approximately every 93 old shares.

What happened to WW's restricted stock units (RSUs) during the 2025 bankruptcy reorganization?

According to the Plan, all unvested Restricted Stock Units (RSUs) were deemed fully vested and settled immediately prior to the Plan's effectiveness on June 24, 2025. Similarly, all unvested Performance Restricted Stock Units (PSUs) were deemed vested at target and settled before the Plan took effect.

When did WW International file for Chapter 11 bankruptcy?

WW International and its subsidiaries filed voluntary petitions for relief under Chapter 11 bankruptcy on May 6, 2025, in the United States Bankruptcy Court for the District of Delaware. The company emerged from bankruptcy on June 24, 2025, after the court approved their reorganization plan on June 17, 2025.