WW Insider Filing Confirms Equity Wipeout & Emergence from Chapter 11

Rhea-AI Filing Summary

WW International, Inc. (ticker: WW) – Form 4 filed 06/26/2025

The filing discloses Chief Marketing Officer Michael Amsel’s equity positions immediately prior to, and upon, the company’s emergence from Chapter 11.

• Chapter 11 emergence: The company’s First Amended Joint Pre-packaged Plan of Reorganization became effective on 06/24/2025, cancelling all outstanding “Old Common Stock.”
• RSU acceleration: All unvested Restricted Stock Units (RSUs) vested and settled just before plan effectiveness, resulting in 524,109 shares of Old Common Stock being issued to the insider.
• Tax withholding: 216,720 of those newly issued shares were automatically withheld to cover taxes at an average price of $0.307 per share.
• Cancellation & conversion: The 307,389 remaining Old Common Stock shares were extinguished under the plan. New Common Stock was issued to the insider at a ratio of roughly 1 : 93, producing 3,428 shares of New Common Stock now held directly.

Following the reported transactions, Mr. Amsel holds 3,428 shares of New Common Stock and no derivative securities. The conversion reflects the court-approved restructuring and implies that legacy equity holders suffered near-total dilution.

Positive

• Plan effectiveness confirmed: Filing provides definitive date (06/24/2025) that WW emerged from Chapter 11, reducing legal uncertainty for new stakeholders.

Negative

• Total wipe-out of Old Common Stock: All legacy shares were cancelled, a material loss for pre-petition shareholders.
• Severe dilution ratio 1:93 highlights minimal recovery to equity holders, underscoring value impairment.

Insights

Financial Analyst

TL;DR: Insider Form 4 confirms old WW shares wiped; new equity issued at 1:93, signalling severe dilution for pre-petition shareholders.

The filing documents mechanics of WW’s Chapter 11 exit. Acceleration of 524k RSUs followed by cancellation underscores that equity value was eradicated in the plan. Receipt of only 3,428 New Common Stock shares shows an approximate 98.9 % reduction for existing holders. Investors should note that management now owns considerably fewer shares, aligning their stake with the post-reorg cap table. The price used for tax withholding ($0.307) highlights the negligible implied value of Old Common Stock pre-cancellation. Overall, the disclosure is materially negative for legacy investors, but neutral for the fresh capital structure now in place.

Bankruptcy & Restructuring Specialist

TL;DR: Form 4 verifies plan execution and equity cancellation—key milestone confirming WW emergence under new capital structure.

The document serves as legal evidence that the court-confirmed plan became effective on 06/24/2025. Automatic vesting and settlement of RSUs before cancelling equity is standard to preserve administrative claims. The mandatory 1-for-93 share conversion mirrors disclosure in the plan and crystallises loss for former shareholders. For new-money investors contemplating post-reorg WW equity, the filing provides clarity on senior management ownership—an important governance signal. Because economic terms were predetermined, the filing carries high informational value but offers no upside catalyst.

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^*

Amsel Michael

(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 Marketing Officer

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		524,109(1)(2)	A	(1)(2)(3)	524,109	D
Common Stock	06/24/2025		F		216,720(4)	D	$0.307	307,389	D
Common Stock	06/24/2025		D		307,389(5)	D	(5)	0	D
Common Stock	06/24/2025		A		3,428(5)	A	(5)	3,428	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)			524,109(1)(2)	(2)	04/16/2028	Common Stock	524,109(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 Michael Amsel	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) Old Common Stock according to the Form 4?

All Old Common Stock was cancelled and extinguished on 06/24/2025 under the confirmed Chapter 11 plan.

How many New Common Stock shares does CMO Michael Amsel now own?

After conversion, Mr. Amsel holds 3,428 shares of New Common Stock.

Why were 216,720 shares disposed of at $0.307 each?

Those shares were withheld to cover tax obligations arising from RSU vesting.

What was the RSU conversion ratio for WW insiders?

Each share of Old Common Stock was exchanged for approximately 1 share of New Common Stock for every 93 old shares held.

Does the Form 4 indicate WW has exited bankruptcy?

Yes. The Plan became effective on 06/24/2025, and WW emerged from Chapter 11 on that date.