WW Exits Chapter 11 – Insider Equity Converts at 93-to-1 Ratio

Rhea-AI Filing Summary

Form 4 filing overview – WW International, Inc. (ticker: WW)

Director Julie Bornstein reported transactions dated 24 June 2025, the same day the company’s court-approved reorganisation plan became effective. In connection with the Chapter 11 emergence:

• All outstanding “Old Common Stock” was cancelled and extinguished. Bornstein shows a disposition of 49,686 shares of cancelled stock.
• Pursuant to the reorganisation plan, holders received new equity at a ratio of roughly 1 new share for every 93 old shares. Bornstein therefore acquired 533 shares of new common stock; the acquisition was involuntary, carried no consideration, and is coded “A”.
• Following the recapitalisation, the director’s total beneficial ownership stands at 533 shares, held directly.

The filing confirms that WW International and its subsidiaries emerged from Chapter 11 on 24 June 2025 after the Bankruptcy Court entered the confirmation order on 17 June 2025. The disposition of old shares and issuance of new shares reflect the court-sanctioned restructuring rather than discretionary trading by the insider.

Insights

Bankruptcy Reorganisation Specialist

TL;DR: Old equity wiped; director gets 1-for-93 new shares as WW exits Chapter 11.

The Form 4 is a mechanical reflection of WW International’s emergence from Chapter 11. Under the confirmed plan, legacy common stock has been cancelled, satisfying absolute-priority requirements. The director’s 49,686 old shares were therefore extinguished and replaced by just 533 new shares, illustrating the ~98.9 % dilution faced by pre-petition shareholders. While plan effectiveness is a milestone for the company’s capital structure, the filing underscores the minimal recovery for former equity holders. No cash changed hands and no derivatives were involved; the reporting person’s stake is now limited to the newly issued equity.

Equity Securities Analyst

TL;DR: Insider ownership resets to 533 shares; cancellation confirms equity wipe-out.

For investors, this Form 4 mainly signals final implementation of terms already disclosed in the restructuring plan. The drastic reduction in insider holdings quantifies the dilution and supports the view that legacy equity carried negligible value. Because the transaction was involuntary and price-less, it provides no directional insight on management sentiment or valuation. Market impact is likely muted unless participants missed prior bankruptcy disclosures. Attention should shift to post-emergence capital structure, liquidity and governance, topics not covered in this filing.

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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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^*

Bornstein Julie

(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		49,686(1)(2)	D	(1)(2)	0	D
Common Stock	06/24/2025		A		533(2)	A	(2)	533	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 Julie Bornstein	06/26/2025
	** Signature of Reporting Person	Date
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