Weight Watchers Completes Restructuring with 93:1 Stock Conversion, Director Steps Down

Rhea-AI Filing Summary

WW International (formerly Weight Watchers) Director William H. Shrank reported significant securities transactions 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:

• 20,795 Deferred Stock Units were settled and converted to common stock
• All existing shares (Old Common Stock) were cancelled and extinguished
• Received 225 shares of New Common Stock at a conversion ratio of 1:93
• Shrank ceased to be a member of the Board of Directors

These transactions were involuntary and executed as part of the bankruptcy reorganization plan, with no consideration paid by the reporting person. The filing represents a significant restructuring of WW's equity structure and corporate governance.

Positive

• The company successfully emerged from Chapter 11 bankruptcy on June 24, 2025, with court approval of their reorganization plan
• The reorganization plan has been implemented, providing a framework for potential business recovery

Negative

• WW International underwent Chapter 11 bankruptcy reorganization, with all old common stock being cancelled and extinguished
• Severe dilution for existing shareholders with a 93:1 reverse split ratio (1 new share for every 93 old shares)
• Director William H. Shrank ceased to be a member of the Board of Directors during the reorganization

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

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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^*

Shrank William H

(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		20,795(1)(2)	A	(1)(2)(3)	20,795	D
Common Stock	06/24/2025		D		20,795(4)	D	(4)	0	D
Common Stock	06/24/2025		A		225(4)	A	(4)	225	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)			20,795(1)(2)	(2)	(2)	Common Stock	20,795	(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 William H. Shrank	06/26/2025
	** Signature of Reporting Person	Date
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FAQ

What insider trading activity occurred at WW International (WW) on June 24, 2025?

Director William H. Shrank's 20,795 Deferred Stock Units were settled, and his Old Common Stock shares were cancelled and converted to New Common Stock at a ratio of 1 new share for every 93 old shares, resulting in him receiving 225 shares of New Common Stock as part of WW's bankruptcy reorganization plan.

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

WW International cancelled and reissued its common stock as part of its Chapter 11 bankruptcy reorganization plan. The company filed for bankruptcy on May 6, 2025, received court confirmation of its reorganization plan on June 17, 2025, and emerged from bankruptcy on June 24, 2025, when old shares were converted to new shares at a ratio of 1 new share for every 93 old shares.

What was the conversion ratio for WW's stock reorganization in June 2025?

According to the Form 4 filing, WW International implemented a conversion ratio of approximately 1 share of New Common Stock for every 93 shares of Old Common Stock held by shareholders on the Effective Date (June 24, 2025) as part of its bankruptcy reorganization plan.

Who is William H. Shrank and what position does he hold at WW International?

William H. Shrank was a Director at WW International who ceased to be a member of the Board of Directors as indicated in the Form 4 filing. The filing shows his last reported address at 18 West 18th Street, 7th Floor, New York, NY.