WW International CEO's Shares Convert 93:1 in Post-Bankruptcy Restructuring

WW International President and CEO Tara Comonte reported significant changes in beneficial ownership following the company's emergence from Chapter 11 bankruptcy on June 24, 2025.

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(Neutral)

Form Type

Rhea-AI Filing Summary

WW International President and CEO Tara Comonte 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 transactions include:

Settlement of 19,098 Deferred Stock Units into common stock
Cancellation of 400,710 shares of old common stock
Receipt of 4,303 shares of new common stock at a conversion ratio of approximately 1:93

These changes were involuntary and executed pursuant to the bankruptcy reorganization plan. Following these transactions, Comonte holds 4,304 shares of the reorganized company's new common stock. The filing indicates a significant restructuring of WW International's equity structure as part of its emergence from bankruptcy proceedings.

Positive

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Negative

CEO Tara Comonte's holdings were significantly diluted through bankruptcy reorganization, with a 93:1 reverse stock split ratio converting 400,710 old shares to just 4,304 new shares
The company emerged from Chapter 11 bankruptcy proceedings on June 24, 2025, indicating severe prior financial distress
All previous common stock was cancelled and extinguished as part of the bankruptcy reorganization plan

Insider Trade Summary

19,098 shares exercised/converted

Exercise 4 txns

Insider Comonte Tara

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Deferred Stock Unit	19,098	$0.00	$0.00
Exercise	Common Stock	19,098	$0.00	$0.00
Disposition	Common Stock	400,710	$0.00	$0.00
Grant/Award	Common Stock	4,303	$0.00	$0.00

Holdings After Transaction: Deferred Stock Unit — 0 contracts (Direct); Common Stock — 4,304 shares (Direct)

Footnotes (4)

F1. 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.
F2. Pursuant to the Plan, each Deferred Stock Unit settled in full.
F3. Each Deferred Stock Unit represents a right to receive one share of Old Common Stock upon settlement (as defined below).
F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

CEO and President Tara Comonte's holdings were restructured as part of WW's bankruptcy reorganization. Her 400,710 shares of old common stock were cancelled and converted to 4,303 shares of new common stock at a ratio of approximately 1 new share for every 93 old shares. Additionally, 19,098 Deferred Stock Units were settled in full.

When did WW International (WW) emerge from bankruptcy?

WW International emerged from Chapter 11 bankruptcy on June 24, 2025 (the 'Effective Date'), following the Bankruptcy Court's confirmation of their First Amended Joint Prepackaged Plan of Reorganization on June 17, 2025.

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

Under WW's reorganization plan, shareholders received 1 share of new common stock for approximately every 93 shares of old common stock they held on the effective date (June 24, 2025). The old common stock was cancelled and extinguished as part of this process.

How many shares does WW CEO Tara Comonte own after the reorganization?

Following the bankruptcy reorganization on June 24, 2025, CEO Tara Comonte owns 4,304 shares of WW's new common stock, after her previous 400,710 shares were converted at the reorganization ratio and her Deferred Stock Units were settled.

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Accepted by SEC EDGAR 06/26/2025 - 04:53 PM

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

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^*

Comonte Tara

(Last)

(First)

(Middle)

18 WEST 18TH STREET 7TH FLOOR

(Street)

NEW YORK

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
X	Officer (give title below)	Other (specify below)
	President and CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2025		M		19,098⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾⁽³⁾	400,710	D
Common Stock	06/24/2025		D		400,710⁽⁴⁾	D	⁽⁴⁾	0	D
Common Stock	06/24/2025		A		4,303⁽⁴⁾	A	⁽⁴⁾	4,304	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Unit	⁽¹⁾⁽³⁾	06/24/2025		M⁽¹⁾⁽²⁾			19,098⁽¹⁾⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	19,098	⁽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 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 Tara Comonte	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.

Source: View Original Filing on SEC EDGAR