UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-16769

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia	11-6040273
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

675 Avenue of the Americas, 6th Floor, New York, New York 10010

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	WW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding as of April 29, 2025 was 80,280,308.

WW INTERNATIONAL, INC.

		Page No.
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Unaudited Consolidated Balance Sheets at March 29, 2025 and December 28, 2024	2
	Unaudited Consolidated Statements of Operations for the three months ended March 29, 2025 and March 30, 2024	3
	Unaudited Consolidated Statements of ComprehensiveLoss for the three months ended March 29, 2025 and March 30, 2024	4
	Unaudited Consolidated Statements of Changes in Total Deficit for the three months ended March 29, 2025 and March 30, 2024	5
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 29, 2025 and March 30, 2024	6
	Notes to Unaudited Consolidated Financial Statements	7
Cautionary Notice Regarding Forward-Looking Statements		25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	45
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	49
Item 6.	Exhibits	51
Signatures		52

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended
	March 29,			March 30,
	2025			2024
Subscription revenues, net	$	185,180		$	204,056
Other revenues, net		1,391			2,492
Revenues, net		186,571			206,548
Cost of subscription revenues		53,587			67,816
Cost of other revenues		108			932
Cost of revenues		53,695			68,748
Gross profit		132,876			137,800
Marketing expenses		78,778			90,162
Selling, general and administrative expenses		46,750			58,982
Franchise rights acquired impairments		27,549			257,988
Operating loss		(20,201	)		(269,332	)
Interest expense		27,603			24,727
Other expense (income), net		2,206			(1,605	)
Loss before income taxes		(50,010	)		(292,454	)
Provision for income taxes		22,575			55,448
Net loss	$	(72,585	)	$	(347,902	)
Net loss per share
Basic	$	(0.91	)	$	(4.39	)
Diluted	$	(0.91	)	$	(4.39	)
Weighted average common shares outstanding
Basic		80,129			79,208
Diluted		80,129			79,208

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(IN THOUSANDS)

	Three Months Ended
	March 29,			March 30,
	2025			2024
Net loss	$	(72,585	)	$	(347,902	)
Other comprehensive income (loss):
Foreign currency translation gain (loss)		3,262			(3,888	)
Income tax benefit on foreign currency translation loss		—			985
Foreign currency translation gain (loss), net of taxes		3,262			(2,903	)
Loss on derivatives		—			(3,473	)
Income tax benefit on loss on derivatives		—			757
Loss on derivatives, net of taxes		—			(2,716	)
Total other comprehensive income (loss)		3,262			(5,619	)
Comprehensive loss	$	(69,323	)	$	(353,521	)

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED Consolidated Statements of Changes in Total Deficit

(IN THOUSANDS)

Three Months Ended March 29, 2025											Accumulated
											Other
	Common Stock				Treasury Stock						Comprehensive			Retained
	Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at December 28, 2024		130,048	$	0		49,997		$	(3,024,710	)	$	(25,832	)	$	1,936,170		$	(1,114,372	)
Comprehensive (loss) income		—		—		—			—			3,262			(72,585	)		(69,323	)
Issuance of treasury stock under stock plans		—		—		(209	)		9,572			—			(9,660	)		(88	)
Compensation expense on share-based awards		—		—		—			—			—			860			860
Balance at March 29, 2025		130,048	$	0		49,788		$	(3,015,138	)	$	(22,570	)	$	1,854,785		$	(1,182,923	)
Three Months Ended March 30, 2024											Accumulated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											Other
	Common Stock				Treasury Stock						Comprehensive			Retained
	Shares		Amount		Shares			Amount			Loss			Earnings			Total
Balance at December 30, 2023		130,048	$	0		50,859		$	(3,064,628	)	$	(11,300	)	$	2,314,834		$	(761,094	)
Comprehensive loss		—		—		—			—			(5,619	)		(347,902	)		(353,521	)
Issuance of treasury stock under stock plans		—		—		(56	)		2,623			—			(2,709	)		(86	)
Compensation expense on share-based awards		—		—		—			—			—			2,402			2,402
Balance at March 30, 2024		130,048	$	0		50,803		$	(3,062,005	)	$	(16,919	)	$	1,966,625		$	(1,112,299	)

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

	Three Months Ended
	March 29,			March 30,
	2025			2024
Operating activities:
Net loss	$	(72,585	)	$	(347,902	)
Adjustments to reconcile net loss to cash provided by (used for) operating activities:
Depreciation and amortization		6,914			10,403
Amortization of deferred financing costs and debt discount		1,254			1,254
Impairment of franchise rights acquired		27,549			257,988
Impairment of intangible and long-lived assets		94			24
Share-based compensation expense		860			2,402
Deferred tax benefit		(2,529	)		(18,244	)
Allowance for doubtful accounts		84			1,427
Reserve for inventory obsolescence		(8	)		85
Foreign currency exchange rate loss (gain)		2,238			(1,304	)
Changes in cash due to:
Receivables		761			5,118
Inventories		8			79
Prepaid expenses		5,946			13,882
Accounts payable		19,435			4,130
Accrued liabilities		8,785			(26,393	)
Deferred revenue		(154	)		2,321
Other long term assets and liabilities, net		(107	)		(1,796	)
Income taxes		16,453			60,491
Cash provided by (used for) operating activities		14,998			(36,035	)
Investing activities:
Capital expenditures		(5	)		(476	)
Capitalized software and website development expenditures		(3,170	)		(4,333	)
Other items, net		—			(1	)
Cash used for investing activities		(3,175	)		(4,810	)
Financing activities:
Borrowings on revolving credit facility		171,341			—
Taxes paid related to net share settlement of equity awards		(93	)		(114	)
Cash paid for acquisitions		—			(500	)
Other items, net		—			(2	)
Cash provided by (used for) financing activities		171,248			(616	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		1,529			(1,290	)
Net increase (decrease) in cash and cash equivalents and restricted cash		184,600			(42,751	)
Cash and cash equivalents and restricted cash, beginning of period		56,520			109,366
Cash and cash equivalents and restricted cash, end of period	$	241,120		$	66,615

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

1.Basis of Presentation

The accompanying consolidated financial statements include the accounts of WW International, Inc., all of its subsidiaries and the variable interest entities of which WW International, Inc. is the primary beneficiary. The terms “Company” and “WW” as used throughout these notes are used to indicate WW International, Inc. and all of its operations consolidated for purposes of its financial statements. The Company’s “Digital” business refers to providing subscriptions to the Company’s digital product offerings. The Company’s “Workshops + Digital” business refers to providing subscriptions for unlimited access to the Company’s workshops combined with the Company’s digital subscription product offerings. The Company’s “Clinical” business refers to providing subscriptions to the Company’s clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence) combined with the Company’s digital subscription product offerings and unlimited access to the Company’s workshops. The Company also refers to its Workshops + Digital business and Digital business collectively as its “Behavioral” business.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include amounts that are based on management’s best estimates and assumptions. While all available information has been considered, actual amounts could differ from those estimates. These estimates and assumptions may change as new events occur and additional information is obtained, and such future changes may have an adverse impact on the Company's results of operations, financial position and liquidity. The consolidated financial statements include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s operating results for any interim period are not necessarily indicative of future or annual results. The consolidated financial statements are unaudited and, accordingly, they do not include all of the information necessary for a comprehensive presentation of results of operations, financial position and cash flow activity required by GAAP for complete financial statements but, in the opinion of management, reflect all adjustments, including those of a normal recurring nature, necessary for a fair statement of the interim results presented.

As previously disclosed, effective the first day of fiscal 2024 (i.e., December 31, 2023), as a result of the continued evolution of the Company’s centralized organizational structure in fiscal 2023, and management’s 2024 strategic planning process, the Company’s reportable segments changed to one segment for the purpose of making operational and resource decisions and assessing financial performance. See Note 11 for disclosures related to segments.

Prior period amounts have been reclassified to conform with the current period presentation.

These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal 2024 filed on February 28, 2025, which includes additional information about the Company, its results of operations, its financial position and its cash flows.

Liquidity and Going Concern

The Company has experienced significant disruption and competitive pressures, including shifts in consumer behavior in the weight loss category, a rapid proliferation of GLP-1 and other medications available as weight-loss options, and significantly increased competition from new entrants. These factors have negatively impacted the Company’s Behavioral business. While the Clinical business is growing, it has not yet been able to offset the declines in the Behavioral business, resulting in decreased revenue overall and decreased cash flows from operations. The Company’s management has continued to execute certain cost-savings initiatives, including the Company’s previously disclosed restructuring plans, to proactively manage the Company’s liquidity.

The Company has recurring net losses. During the three months ended March 29, 2025, the Company recorded an operating loss of $20,201 and a net loss of $72,585. Operating loss included $27,549 of franchise rights acquired impairments that were non-cash. The Company’s revenues decreased from $206,548 for the three months ended March 30, 2024 to $186,571 for the three months ended March 29, 2025. Cash provided by operating activities for the three months ended March 29, 2025 was $14,998, which reflected outflows of $13,693 for interest payments and $4,545 for severance payments. The Company had a total deficit of $1,182,923 at March 29, 2025.

The Company’s principal sources of liquidity are cash and cash equivalents, cash flows from operations and proceeds from the January 2025 borrowings under the Revolving Credit Facility (as defined below). The Company’s primary cash needs for the twelve months following the issuance date of the financial statements (the “issuance date”) are funding its operations and global strategic initiatives, meeting debt service requirements and other financing commitments. The Company had unrestricted cash on hand of $236,346 at March 29, 2025 (of which $39,064 is maintained at foreign subsidiaries).

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

At March 29, 2025, the Company had outstanding $1,616,341 of total debt, consisting of borrowings under the Term Loan Facility (as defined below) of $945,000 with a stated maturity of April 13, 2028, $500,000 in aggregate principal amount of Senior Secured Notes (as defined below) with a stated maturity of April 15, 2029, and $171,341 of borrowings under the Revolving Credit Facility with a stated maturity of April 13, 2026.

In order to provide flexibility in assessing strategic options and to create financial flexibility, the Company increased its outstanding debt by borrowing $50,000 and $121,341 on January 2, 2025 and January 31, 2025, respectively, under its Revolving Credit Facility, currently at an interest rate of approximately 7.3%. As a result of these drawdowns and $3,659 outstanding letters of credit, the Company has no availability for future borrowings under its Revolving Credit Facility. At the filing of the fiscal 2024 Form 10-K, the Company had the intent and ability to remain in compliance with its obligations under its debt agreements.

During March 2025, the Company commenced substantive discussions with an ad hoc group of its lenders and noteholders with the aim of restructuring the Company’s debt in advance of the scheduled maturity dates and materially reducing the aggregate principal amount and corresponding interest payments. The goal of these discussions was to restructure the Company’s debt to allow increased operating cash flow for funding its operations and strategic initiatives. As a result of the negotiations with the ad hoc lender group, the Company reevaluated its intent to repay a portion of the Revolving Credit Facility.

If the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility, inclusive of outstanding letters of credit, as of any fiscal quarter end exceeds 35%, or $61,250, of the amount of the aggregate commitments under the Revolving Credit Facility, the Company is required to be in compliance with a Consolidated First Lien Leverage Ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. The Company’s Consolidated First Lien Leverage Ratio as of March 29, 2025 was 7.37:1.00. Although the Company had the ability to reduce its borrowings under the Revolving Credit Facility, the Company did not reduce its borrowings under the Revolving Credit Facility to $61,250 as of March 29, 2025 as previously intended. Accordingly, the Company expects an Event of Default, as defined under the Revolving Credit Facility, to occur upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. The Company has not requested and does not currently expect to receive a waiver and, as a result, the maturity of borrowings under the Revolving Credit Facility could be accelerated by the Revolving Credit Facility lenders as a result of the anticipated Event of Default.

If the Revolving Credit Facility maturity is accelerated as a result of the anticipated Event of Default, the Term Loan Facility and Senior Secured Notes may be accelerated as the Term Loan Facility and Senior Secured Notes contain cross-default and/or cross-acceleration provisions. Based on the potential acceleration of the Revolving Credit Facility, the Term Loan Facility, and Senior Secured Notes, all outstanding borrowings under the Revolving Credit Facility, the Term Loan Facility, and Senior Secured Notes have been classified as current liabilities at March 29, 2025.

The Company’s ability to meet its debt service requirements may be impacted by the anticipated Event of Default, as defined under the Revolving Credit Facility, which may result in acceleration of all of its indebtedness upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. The Company has been engaged in substantive discussions with an ad hoc group of its lenders and noteholders representing a portion of the Term Loan Facility and Senior Secured Notes lenders and noteholders, including the negotiation of a potential restructuring support agreement. The Company currently expects that these discussions will result in a prepackaged bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code by WW International, Inc. and certain of its subsidiaries, which the Company anticipates will occur imminently. A bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code would constitute an Event of Default under the Revolving Credit Facility, Term Loan Facility and Senior Secured Notes. There is no assurance that a prepackaged bankruptcy filing will be successful in restructuring the Company’s outstanding debt.

Given the anticipated Event of Default under the Revolving Credit Facility, the potential cross defaults under the Company’s Term Loan Facility and Senior Secured Notes and/or an Event of Default under the Revolving Credit Facility, Term Loan Facility and Senior Secured Notes as a result of a bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code and the inherent uncertainties associated with the Company’s discussions with lenders and noteholders, any resolution through a restructuring support agreement and bankruptcy process is uncertain and beyond management’s control. Therefore, management has concluded that as of March 29, 2025 there is substantial doubt about the Company’s ability to continue as a going concern and management’s plans at this stage do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should the Company be unable to continue as a going concern.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

2.Accounting Standards Adopted in Current Year

There were no new accounting standards adopted during the three months ended March 29, 2025.

3.Leases

At March 29, 2025 and December 28, 2024, the Company’s lease assets and lease liabilities for its studios and corporate offices were as follows:

	March 29, 2025		December 28, 2024
Assets:
Operating leases	$	39,786	$	42,047
Total lease assets	$	39,786	$	42,047
Liabilities:
Current
Operating leases	$	7,387	$	8,168
Noncurrent
Operating leases		42,587		44,322
Total lease liabilities	$	49,974	$	52,490

For the three months ended March 29, 2025 and March 30, 2024, the components of the Company’s lease expense were as follows:

	Three Months Ended
	March 29,		March 30,
	2025		2024
Operating lease cost:
Fixed lease cost	$	3,459	$	3,983
Lease termination benefit		—		(156	)
Variable lease cost		2		14
Total operating lease cost	$	3,461	$	3,841
Finance lease cost:
Amortization of leased assets		—		2
Interest on lease liabilities		—		0
Total finance lease cost	$	—	$	2
Total lease cost	$	3,461	$	3,843

As previously disclosed, in conjunction with the continued rationalization of its real estate portfolio, the Company entered into subleases with commencement dates in the first quarter of fiscal 2023. The Company recorded $1,119 and $912 of sublease income for the three months ended March 29, 2025 and March 30, 2024, respectively, as an offset to general and administrative expenses.

At March 29, 2025 and December 28, 2024, the Company’s weighted average remaining lease term and weighted average discount rates were as follows:


Weighted Average Remaining Lease Term (years)
Operating leases	6.72	6.84
Weighted Average Discount Rate
Operating leases	7.73	7.68

The Company’s leases have remaining lease terms of 0 to 7 years with a weighted average lease term of

6.72

years as of March 29, 2025.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

At March 29, 2025, the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows:

	Operating <br>Leases
Remainder of fiscal 2025	$	8,402
Fiscal 2026		10,151
Fiscal 2027		9,312
Fiscal 2028		9,076
Fiscal 2029		8,965
Fiscal 2030		8,694
Thereafter		9,158
Total lease payments	$	63,758
Less imputed interest		13,784
Present value of lease liabilities	$	49,974

Supplemental cash flow information related to leases for the three months ended March 29, 2025 and March 30, 2024 were as follows:

	Three Months Ended
	March 29,		March 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	3,698	$	3,964
Operating cash flows from finance leases	$	—	$	0
Financing cash flows from finance leases	$	—	$	2
Lease assets obtained in exchange for new operating lease liabilities	$	171	$	766
Lease assets modified in exchange for modified finance lease liabilities	$	—	$	(1	)

4.Revenue

The following table presents the Company’s revenues disaggregated by revenue source:

	Three Months Ended
	March 29,		March 30,
	2025		2024
Digital Subscription Revenues	$	120,431	$	137,633
Workshops + Digital Subscription Revenues		35,292		47,671
Behavioral Subscription Revenues	$	155,723	$	185,304
Clinical Subscription Revenues		29,457		18,752
Subscription Revenues, net	$	185,180	$	204,056
Other Revenues, net		1,391		2,492
Revenues, net	$	186,571	$	206,548

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Information about Contract Balances

For Subscription Revenues, the Company can collect payment in advance of providing services. Any amounts collected in advance of services being provided are recorded in deferred revenue. In the case where amounts are not collected, but the service has been provided and the revenue has been recognized, the amounts are recorded in accounts receivable. The opening and ending balances of the Company’s deferred revenues were as follows:

	Deferred		Deferred
	Revenue		Revenue-Long Term
Balance as of December 28, 2024	$	31,655	$	93
Net increase during the period		273		16
Balance as of March 29, 2025	$	31,928	$	109
Balance as of December 30, 2023	$	33,966	$	165
Net increase (decrease) during the period		2,038		(21	)
Balance as of March 30, 2024	$	36,004	$	144

Revenue recognized from amounts included in current deferred revenue as of December 28, 2024 was $22,675 for the three months ended March 29, 2025. Revenue recognized from amounts included in current deferred revenue as of December 30, 2023 was $27,915 for the three months ended March 30, 2024. The Company’s long-term deferred revenue, which is included in other liabilities on its consolidated balance sheets, represents revenue that will not be recognized during the next 12 months and is generally related to upfront payments received as an inducement for entering into certain sales-based royalty agreements with third-party licensees. This revenue is amortized on a straight-line basis over the term of the applicable agreement.

5.Franchise Rights Acquired, Goodwill and Other Intangible Assets

Franchise rights acquired are due to acquisitions of the Company’s franchised territories as well as the acquisition of franchise promotion agreements and other factors associated with the acquired franchise territories. For the three months ended March 29, 2025, the change in the carrying value of franchise rights acquired was due to the impairment of the United States unit of account as discussed below and the effect of exchange rate changes.

Goodwill primarily relates to the acquisition of the Company by The Kraft Heinz Company (successor to H.J. Heinz Company) in 1978, and the Company’s acquisitions of WW.com, LLC (formerly known as WW.com, Inc. and WeightWatchers.com, Inc.) in 2005, Weekend Health Inc., doing business as Sequence, in 2023, and the Company’s franchised territories. For the three months ended March 29, 2025, the change in the carrying value of goodwill was due to the effect of exchange rate changes as follows:

Balance as of December 30, 2023	$	243,441
Effect of exchange rate changes		(3,858	)
Balance as of December 28, 2024	$	239,583
Effect of exchange rate changes		700
Balance as of March 29, 2025	$	240,283

Change in Goodwill Reporting Units

As discussed in Note 1, effective the first day of fiscal 2024 (i.e., December 31, 2023), as a result of the continued evolution of the Company’s centralized organizational structure in fiscal 2023, and management’s 2024 strategic planning process, the Company’s reportable segments changed to one reportable segment for the purpose of making operational and resource decisions and assessing financial performance. In connection with the Company’s change to one reportable segment, the Company’s operating segments also changed to one operating segment. As a result of this change to the Company’s operating segments, the Company reassessed its reporting units for the evaluation of goodwill during the first quarter of fiscal 2024.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification 350, Intangibles—Goodwill and Other (“ASC 350”), the Company determines its reporting units based upon whether discrete financial information is available, if management regularly reviews the operating results of the component, the nature of the products offered to customers and the market characteristics of each reporting unit. A reporting unit is considered to be an operating segment or one level below an operating segment also known as a component. Prior to the change in operating segments, the Company’s reporting units for the evaluation of goodwill were determined by country. Component level financial information is reviewed by management across two business lines: Behavioral and Clinical. The Company’s “Behavioral” business line consists of the Company’s Workshops + Digital business and Digital business. Accordingly, these were determined to be the Company's new reporting units as of the first day of fiscal 2024.

This change in reporting units qualified as a triggering event and required goodwill to be tested for impairment. As required by ASC 350, the Company tested goodwill for impairment immediately before and after the change in reporting units. As a result of these impairment analyses, it was determined that goodwill was not impaired before or after the change in reporting units.

Franchise Rights Acquired

Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year. Indefinite-lived franchise rights acquired are tested for potential impairment on at least an annual basis or more often if events so require.

In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to the Company’s Workshops + Digital business and a relief from royalty methodology for franchise rights related to the Company’s Digital business. The aggregate estimated fair value for these franchise rights is then compared to the carrying value of the unit of account for these rights. The Company has determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Workshops + Digital business and the Digital business in the country in which the applicable acquisition occurred. The net book value of franchise rights acquired for the United States unit of account as of the March 29, 2025 balance sheet date was $41,078.

In its hypothetical start-up approach analysis for fiscal 2025, the Company assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, the Company estimated future cash flows for the Workshops + Digital business in each country based on assumptions regarding revenue growth and operating income margins. In the Company’s relief from royalty approach analysis for fiscal 2025, the cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms. The cash flows for the Workshops + Digital and the Digital businesses were discounted utilizing rates which were calculated using the weighted average cost of capital, which included the cost of equity and the cost of debt.

Goodwill

In performing the impairment analysis for goodwill, the fair value for the Company’s reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. The Company has determined the appropriate reporting units for purposes of assessing goodwill impairment to be the Behavioral and Clinical business lines. The net book values of goodwill for the Behavioral and Clinical reporting units as of the March 29, 2025 balance sheet date were $150,541 and $89,742, respectively.

In performing the impairment analysis for goodwill, for all of the Company’s reporting units, the Company estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to each of the Behavioral and Clinical reporting units and then applied expected future operating income growth rates for the respective reporting unit. The Company utilized operating income as the basis for measuring its potential growth because it believes it is the best indicator of the performance of its business. The Company then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted average cost of capital, which included the cost of equity and the cost of debt.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

First Quarter Fiscal 2025 Indefinite-Lived Franchise Rights Acquired and Goodwill Interim Impairment Tests

The Company reviews indefinite-lived franchise rights acquired and goodwill for potential impairment on at least an annual basis or more often if events so require. During the quarter ended March 29, 2025, the Company identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred. These factors included the continued decline in the Company’s stock price and market capitalization, and actual business performance. As a result of this triggering event, the Company performed interim impairment tests for its franchise rights acquired unit of account and goodwill reporting units in the first quarter of fiscal 2025.

In performing the interim franchise rights acquired impairment test as of March 29, 2025, the Company determined that the carrying value of its United States indefinite-lived franchise rights acquired unit of account exceeded its respective fair value. Accordingly, the Company recorded an impairment charge for its United States unit of account of $27,549 in the first quarter of fiscal 2025. This impairment was driven primarily by the weighted average cost of capital used in this interim impairment test, reflecting market factors, including higher interest rates and the trading values of the Company’s equity and debt, and, to a lesser extent, business performance in the Behavioral business.

Based on the results of the interim franchise rights acquired impairment test as of March 29, 2025 performed for the Company’s United States unit of account, which held 100.0% of the Company’s indefinite-lived franchise rights acquired as of the March 29, 2025 balance sheet date, the estimated fair value of this unit of account was equal to its respective carrying value. Accordingly, a change in the underlying assumptions for the United States unit of account may change the results of the impairment assessment and, as such, could result in further impairment of the franchise rights acquired related to the United States, for which the net book value was $41,078 as of March 29, 2025.

Based on the results of the interim goodwill impairment test as of March 29, 2025 performed for the Company’s Behavioral reporting unit, which held 62.7% of the Company’s goodwill as of the March 29, 2025 balance sheet date, the estimated fair value of this reporting unit was at least 55% higher than the respective unit's carrying value and, therefore, no impairment existed. Based on the results of the interim goodwill impairment test as of March 29, 2025 performed for the Company’s Clinical reporting unit, which held 37.3% of the Company’s goodwill as of the March 29, 2025 balance sheet date, the estimated fair value of this reporting unit was at least 60% higher than the respective unit's carrying value and, therefore, no impairment existed.

First Quarter Fiscal 2024 Indefinite-Lived Franchise Rights Acquired and Goodwill Interim Impairment Tests

During the quarter ended March 30, 2024, the Company identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred. These factors included the continued decline in the Company’s stock price and market capitalization, and actual business performance. As a result of this triggering event, the Company performed interim impairment tests for all of its franchise rights acquired units of account and goodwill reporting units in the first quarter of fiscal 2024.

In performing the interim franchise rights acquired impairment test as of March 30, 2024, the Company determined that the carrying values of its United States, Australia, New Zealand and United Kingdom franchise rights acquired with indefinite-lived units of account exceeded their respective fair values. Accordingly, the Company recorded impairment charges for its United States, Australia, New Zealand and United Kingdom units of account of $251,431, $4,074 (which comprised the remaining balance of franchise rights acquired for the Australia unit of account), $2,328 (which comprised the remaining balance of franchise rights acquired for the New Zealand unit of account) and $155, respectively, in the first quarter of fiscal 2024. These impairments were driven primarily by the weighted average cost of capital used in this interim impairment test, reflecting market factors, including higher interest rates and the trading values of the Company’s equity and debt, and, to a lesser extent, business performance.

Based on the results of the interim goodwill impairment test as of March 30, 2024 performed for all of the Company’s reporting units, each unit had an estimated fair value at least 25% higher than the respective unit’s carrying value and, therefore, no impairment existed.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Finite-lived Intangible Assets

The carrying values of finite-lived intangible assets as of March 29, 2025 and December 28, 2024 were as follows:

	March 29, 2025				December 28, 2024
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Capitalized software and website development costs	$	221,964	$	186,833	$	255,822	$	218,103
Trademarks		12,192		12,116		12,192		12,103
Other		13,558		6,862		13,537		6,714
Trademarks and other intangible assets	$	247,714	$	205,811	$	281,551	$	236,920
Franchise rights acquired		7,877		5,426		7,820		5,316
Total finite-lived intangible assets	$	255,591	$	211,237	$	289,371	$	242,236

Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $5,950 and $9,290 for the three months ended March 29, 2025 and March 30, 2024, respectively.

Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter is as follows:

Remainder of fiscal 2025	$	17,174
Fiscal 2026	$	14,062
Fiscal 2027	$	5,401
Fiscal 2028	$	1,254
Fiscal 2029	$	704
Fiscal 2030	$	704
Thereafter	$	5,055

6.Long-Term Debt

The components of the Company’s long-term debt were as follows:

	March 29, 2025									December 28, 2024
	Principal<br>Balance		Unamortized<br>Deferred<br>Financing<br>Costs		Unamortized<br>Debt Discount		Effective<br>Rate (1)			Principal<br>Balance		Unamortized<br>Deferred<br>Financing<br>Costs		Unamortized<br>Debt Discount		Effective<br>Rate (1)
Revolving Credit Facility due<br> April 13, 2026	$	171,341	$	—	$	—		7.46	%	$	—	$	—	$	—		0.00	%
Term Loan Facility due<br> April 13, 2028		945,000		3,326		6,894		8.48	%		945,000		3,604		7,468		9.37	%
Senior Secured Notes due <br> April 15, 2029		500,000		3,092		—		4.63	%		500,000		3,285		—		4.69	%
Total	$	1,616,341	$	6,418	$	6,894		7.17	%	$	1,445,000	$	6,889	$	7,468		7.74	%
Less: Current portion		1,603,029									—
Unamortized deferred <br> financing costs		6,418									6,889
Unamortized debt discount		6,894									7,468
Total long-term debt	$	—								$	1,430,643

Includes amortization of deferred financing costs and debt discount.

In the second quarter of fiscal 2021, in connection with its refinancing of its then-existing credit facilities, the Company incurred approximately $1,000,000 in an aggregate principal amount of borrowings under its new credit facilities (as amended from time to time, the “Credit Facilities”) and issued $500,000 in aggregate principal amount of 4.500% Senior Secured Notes due

2029

(the “Senior Secured Notes”), each as described in further detail below.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Credit Facilities

2028

(the “Term Loan Facility”) and (2) $175,000 in an aggregate principal amount of commitments under a senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in

2026

(the “Revolving Credit Facility”). On January 2, 2025 and January 31, 2025, the Company borrowed $50,000 and $121,341, respectively, under the Revolving Credit Facility. These borrowings under the Revolving Credit Facility were incurred in order to provide flexibility in assessing strategic options and to create financial flexibility.

As of March 29, 2025, the Company had $1,116,341 in an aggregate principal amount of loans outstanding under the Credit Facilities, with $0 of availability and $3,659 in issued but undrawn letters of credit outstanding under the Revolving Credit Facility subject to its terms and conditions as discussed below. There were $171,341 of borrowings outstanding under the Revolving Credit Facility as of March 29, 2025.

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future wholly-owned material domestic restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:

a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such first-tier non-U.S. subsidiary), subject to certain exceptions; and
a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

The Credit Facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with:

50% (which percentage will be reduced to 25% and 0% if the Company attains certain first lien secured net leverage ratios) of the Company’s annual excess cash flow;
100% of the net cash proceeds of certain non-ordinary course asset sales by the Company and its restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100% of such proceeds, subject to certain qualifications; and
100% of the net proceeds of any issuance or incurrence of debt by the Company or any of its restricted subsidiaries, other than certain debt permitted under the Credit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal on the Term Loan Facility. The Company may voluntarily repay outstanding loans under the Credit Facilities at any time without penalty, except for customary “breakage” costs with respect to Term SOFR loans under the Credit Facilities.

In June 2023, in connection with the planned phase-out of LIBOR, the Company amended its Credit Facilities to replace LIBOR with Term SOFR as the benchmark rate under the Credit Agreement, which is calculated to include a credit spread adjustment of 0.11448%, 0.26161%, 0.42826%, or 0.71513% for 1, 3, 6, or 12 months period, respectively, in addition to the Term SOFR Screen Rate (as defined in the Credit Agreement) and the margin (which was not amended).

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.50% or (2) an applicable margin plus a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that Term SOFR is not lower than a floor of 0.50%. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at the Company’s option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.00% or (2) a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided such rate is not lower than a floor of zero. As of March 29, 2025, the applicable margins for the Term SOFR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 3.50% and 2.75%, respectively.

On a quarterly basis, the Company pays a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon the Company’s Consolidated First Lien Leverage Ratio (as defined in the Credit Agreement).

The Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt, amendments of material agreements governing subordinated indebtedness, changes to lines of business and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, and (3) customary events of default.

The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, if the aggregate principal amount of extensions of credit (inclusive of outstanding letters of credit) under the Revolving Credit Facility as of any fiscal quarter end exceeds 35%, or $61,250, of the aggregate revolving commitments, the Company is required to be in compliance with a Consolidated First Lien Leverage Ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. There were $171,341 of borrowings outstanding under the Revolving Credit Facility as of March 29, 2025. The Company’s Consolidated First Lien Leverage Ratio as of March 29, 2025 was 7.37:1.00. Accordingly, the Company expects an Event of Default, as defined under the Revolving Credit Facility, to occur upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. If the Revolving Credit Facility is accelerated, the Term Loan Facility and Senior Secured Notes may be accelerated as the Term Loan Facility and Senior Secured Notes contain cross-default and/or cross-acceleration provisions.

Senior Secured Notes

The Senior Secured Notes were issued pursuant to an Indenture, dated as of April 13, 2021 (as amended, supplemented or modified from time to time, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent. The Indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions.

The Senior Secured Notes accrue interest at a rate per annum equal to 4.500% and will mature on April 15, 2029. Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year. Commencing April 15, 2024, the Company may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to 102.250% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 101.125% on or after April 15, 2025 and to 100.000% on or after April 15, 2026. If a change of control occurs, the Company must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 101% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. Following the sale of certain assets and subject to certain conditions, the Company must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 100% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

The Senior Secured Notes are guaranteed on a senior secured basis by the Company’s subsidiaries that guarantee the Credit Facilities. The Senior Secured Notes and the note guarantees are secured by a first-priority lien on all the collateral that secures the Credit Facilities, subject to a shared lien of equal priority with the Company’s and each guarantor’s obligations under the Credit Facilities and subject to certain thresholds, exceptions and permitted liens.

Outstanding Debt

At March 29, 2025, the Company had $1,616,341 outstanding under the Credit Facilities and the Senior Secured Notes, consisting of borrowings under the Term Loan Facility of $945,000, $171,341 drawn down on the Revolving Credit Facility and $500,000 in aggregate principal amount of Senior Secured Notes issued and outstanding.

At March 29, 2025 and December 28, 2024, the Company’s debt consisted of both fixed and variable-rate instruments. The Company has historically entered into interest rate swaps to hedge a portion of the cash flow exposure associated with the Company’s variable-rate borrowings. At March 29, 2025, the Company did not have any interest rate swaps in effect. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, exclusive of the impact of any applicable interest rate swaps, was approximately 7.18% and 7.75% per annum at March 29, 2025 and December 28, 2024, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on the Company’s outstanding debt, including the impact of any applicable interest rate swaps, was approximately 7.18% and 7.47% per annum at March 29, 2025 and December 28, 2024, respectively, based on interest rates on these dates.

7.Per Share Data

Basic net loss per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted net loss per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented adjusted for the effect of dilutive common stock equivalents.

The following table sets forth the computation of basic and diluted net loss per share:

	Three Months Ended
	March 29,			March 30,
	2025			2024
Numerator:
Net loss	$	(72,585	)	$	(347,902	)
Denominator:
Weighted average shares of common stock outstanding		80,129			79,208
Effect of dilutive common stock equivalents		—			—
Weighted average diluted common shares outstanding		80,129			79,208
Net loss per share
Basic	$	(0.91	)	$	(4.39	)
Diluted	$	(0.91	)	$	(4.39	)

The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted net loss per share was 8,076 and 9,083 for the three months ended March 29, 2025 and March 30, 2024, respectively.

8.Income Taxes

The Company’s effective tax rate for the three months ended March 29, 2025 was (45.1%) compared to (19.0%) for the three months ended March 30, 2024. The effective tax rate for interim periods is determined using an annual effective tax rate, adjusted for discrete items. The forecasted full-year fiscal 2025 tax expense, which included an increase in valuation allowance against U.S. deferred tax assets, in relation to the Company’s forecasted full-year pretax loss (albeit minimal), drove the unusually high negative annual effective tax rate. Applying this negative annual effective tax rate to pretax loss for the three months ended March 29, 2025 resulted in an income tax expense of $22,575, which is mostly reflected in income taxes payable on the Company’s consolidated balance sheet and consolidated statement of cash flows.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

For the three months ended March 29, 2025, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to the valuation allowance noted above. In addition, the effective tax rate was impacted by a tax expense related to the Base Erosion and Anti-Abuse Tax, partially offset by a tax benefit related to foreign-derived intangible income (“FDII”). The adoption of the Organization for Economic Cooperation and Development’s global tax reform initiative, which introduces a global minimum tax of 15% applicable to large multinational corporations, did not have an impact on the first quarter of fiscal 2025. For the three months ended March 30, 2024, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was primarily due to an increase in valuation allowance against U.S. deferred tax assets. In addition, the effective tax rate was impacted by a tax benefit related to FDII.

9.Cash Flow Information

The following table presents the Company’s cash and cash equivalents and restricted cash by balance sheet location:

	March 29, 2025		December 28, 2024
Cash and cash equivalents	$	236,346	$	53,024
Restricted cash included in “Prepaid expenses and other current assets”		4,721		3,003
Restricted cash included in “Other noncurrent assets”		53		493
Total cash and cash equivalents and restricted cash	$	241,120	$	56,520

The Company’s restricted cash as of March 29, 2025 consisted of cash held in escrow accounts in connection with credit card processor payments and a foreign entity’s restructuring payments. The Company’s restricted cash as of December 28, 2024 consisted solely of cash held in an escrow account in connection with a foreign entity’s restructuring payments.

10.Legal

Due to the nature of the Company’s activities, it is, at times, subject to pending and threatened legal actions that arise out of the ordinary course of business. In the opinion of management, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that the Company’s results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.

11.Segment and Geographic Data

The Company operates as one operating segment. The Company's chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a consolidated basis. The CODM uses consolidated operating income and net income to assess financial performance and allocate resources. Significant expenses within operating income, as well as within net income, include cost of revenues, marketing expenses, and selling, general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Operations. Other segment items within net income include interest expense, other expense (income), net, and provision for income taxes.

12.Fair Value Measurements

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:

Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

When measuring fair value, the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs.

Fair Value of Financial Instruments

The Company’s significant financial instruments included long-term debt agreements as of March 29, 2025 and December 28, 2024. The fair value of the outstanding borrowings under the Company’s Revolving Credit Facility approximated $94,200 at March 29, 2025 and was valued based on an analysis of potential scenarios and probable outcomes using observable inputs such as quoted prices for similar liabilities and other inputs that were corroborated by observable market data (Level 2 input). Since there were no outstanding borrowings under the Revolving Credit Facility as of December 28, 2024, the fair value approximated a carrying value of $0 at December 28, 2024.

The fair value of the Company’s Credit Facilities is determined by utilizing average bid prices on or near the end of each fiscal quarter (Level 2 input). As of March 29, 2025 and December 28, 2024, the fair value of the Company’s Term Loan Facility and Senior Secured Notes was approximately $374,582 and $320,174, respectively, as compared to the carrying value (net of deferred financing costs and debt discount) of $1,431,688 and $1,430,643, respectively.

The Company did not have any transfers into or out of Levels 1 and 2 and did not maintain any assets or liabilities classified as Level 3 during the three months ended March 29, 2025 and the fiscal year ended December 28, 2024.

13.Accumulated Other Comprehensive Loss

Amounts reclassified out of accumulated other comprehensive loss were as follows:

Changes in Accumulated Other Comprehensive Loss by Component (1)

	Three Months Ended
	March 29, 2025
	Loss on<br>Foreign<br>Currency<br>Translation
Beginning balance at December 28, 2024	$	(25,832	)
Other comprehensive income, net of tax		3,262
Ending balance at March 29, 2025	$	(22,570	)

Amounts in parentheses indicate debits

	Three Months Ended March 30, 2024
	Gain on<br>Qualifying<br>Hedges			Loss on<br>Foreign<br>Currency<br>Translation			Total
Beginning balance at December 30, 2023	$	2,716		$	(14,016	)	$	(11,300	)
Other comprehensive loss before reclassifications, net of tax		(57	)		(2,903	)		(2,960	)
Amounts reclassified from accumulated other comprehensive loss, net of tax (2)		(2,659	)		—			(2,659	)
Net current period other comprehensive loss	$	(2,716	)	$	(2,903	)	$	(5,619	)
Ending balance at March 30, 2024	$	—		$	(16,919	)	$	(16,919	)

Amounts in parentheses indicate debits
See separate table below for details about these reclassifications

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

Reclassifications out of Accumulated Other Comprehensive Loss (1)

	Three Months Ended
	March 30, 2024
Details about Other Comprehensive<br>Loss Components	Amounts Reclassified from<br>Accumulated Other<br>Comprehensive Loss			Affected Line Item in the<br>Statement Where Net<br>Income is Presented
Gain on Qualifying Hedges
Interest rate contracts	$	3,545		Interest expense
		3,545		Loss before income taxes
		(886	)	Provision for income taxes
	$	2,659		Net loss

Amounts in parentheses indicate debits to profit/loss

14.Related Party

As previously disclosed, on October 18, 2015, the Company entered into the Strategic Collaboration Agreement with Oprah Winfrey, under which she consulted with the Company and participated in developing, planning, executing and enhancing the WW program and related initiatives, and provided it with services in her discretion to promote the Company and its programs, products and services for an initial term of five years (the “Initial Term”).

As previously disclosed, on December 15, 2019, the Company entered into an amendment of the Strategic Collaboration Agreement with Ms. Winfrey, pursuant to which, among other things, the Initial Term of the Strategic Collaboration Agreement was extended until April 17, 2023 (with no additional successive renewal terms), after which a second term commenced that will continue through the earlier of the date of the Company’s 2025 annual meeting of shareholders or May 31, 2025. Ms. Winfrey will continue to provide certain consulting and other services to the Company during the second term.

In addition to the Strategic Collaboration Agreement, Ms. Winfrey and her related entities provided services to the Company totaling $2 for the three months ended March 30, 2024, which services included advertising, production and related fees. Ms. Winfrey and her related entities were no longer considered a related party to the Company effective at the beginning of fiscal 2025.

The Company’s outstanding payables to parties related to Ms. Winfrey at March 29, 2025 and December 28, 2024 were $0 and $13, respectively.

15.Restructuring

2024 Plan

As previously disclosed, in the third quarter of fiscal 2024, in connection with the strategic streamlining of its operational structure to optimize its clinical and behavioral product portfolio and its cost-savings initiative, the Company committed to a plan of reduction in force that has resulted and will further result in the elimination of certain positions and the termination of employment for certain employees worldwide (the “2024 Plan”). Refer to the tables below for the total restructuring charges under the 2024 Plan recorded for the three months ended March 29, 2025 and for the fiscal year ended December 28, 2024. The cumulative amount incurred as of March 29, 2025 related to the aggregate 2024 Plan is $18,514, consisting of employee termination benefit costs of $16,870, lease termination costs of $168 and other cash restructuring charges of $1,476. The Company expects the 2024 Plan to be fully executed by the end of fiscal 2025.

For the three months ended March 29, 2025, the components of the Company’s restructuring charges for the 2024 Plan were as follows:

	Three Months Ended
	March 29, 2025
Cash restructuring charges:
Employee termination benefit costs	$	1,136
Other cash restructuring charges		335
Total restructuring charges	$	1,471

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

For the three months ended March 29, 2025, restructuring charges for the 2024 Plan were recorded in the Company’s consolidated statements of operations as follows:

	Three Months Ended
	March 29, 2025
Cost of revenues	$	(231	)
Selling, general and administrative expenses		1,702
Total restructuring charges	$	1,471

For the fiscal year ended December 28, 2024, the components of the Company’s restructuring charges for the 2024 Plan were as follows:

	Fiscal Year Ended
	December 28, 2024
Cash restructuring charges:
Employee termination benefit costs	$	15,734
Lease termination costs		168
Other cash restructuring charges		1,141
Total restructuring charges	$	17,043

For the fiscal year ended December 28, 2024, restructuring charges for the 2024 Plan were recorded in the Company’s consolidated statements of operations as follows:

	Fiscal Year Ended
	December 28, 2024
Cost of revenues	$	2,497
Selling, general and administrative expenses		14,546
Total restructuring charges	$	17,043

All expenses were recorded to general corporate expenses.

The following table presents a roll-forward of cash restructuring-related liabilities, which is included within accrued expenses in the Company’s consolidated balance sheets:

	Employee termination benefit costs			Lease termination costs		Other cash restructuring charges			Total
Balance as of December 30, 2023	$	—		$	—	$	—		$	—
Charges		15,520			168		1,141			16,829
Payments		(8,590	)		—		(1,141	)		(9,731	)
Change in estimate		214			—		—			214
Balance as of December 28, 2024	$	7,144		$	168	$	—		$	7,312
Charges		985			—		335			1,320
Payments		(2,190	)		—		(335	)		(2,525	)
Change in estimate		151			—		—			151
Balance as of March 29, 2025	$	6,090		$	168	$	—		$	6,258

As of March 29, 2025, the Company expects the remaining employee termination benefit liability and the remaining lease termination liability to be paid in full by the end of fiscal 2027.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

2023 Plan

As previously disclosed, in the fourth quarter of fiscal 2022, management reviewed the then-current global business operations of the Company as well as the different functions and systems supporting those operations and contrasted them with the Company's strategic priorities and requirements for fiscal 2023 and beyond. Based on that review, in December 2022, the Company's management resolved to centralize its global management of certain functions and systems, deprioritize and in some cases cease operations for certain non-strategic business lines, and continue the rationalization of its real estate portfolio to align with its future needs. Throughout December 2022 and January 2023, management developed and continued refining a detailed plan to achieve these goals.

The Company committed to a restructuring plan consisting of (i) an organizational restructuring and rationalization of certain functions and systems to centralize the Company’s management, align resources with strategic business lines and reduce costs associated with certain functions and systems (the “Organizational Restructuring”) and (ii) the continued rationalization of its real estate portfolio and resulting operating lease termination charges and the associated employment termination costs (the “Real Estate Restructuring,” and together with the Organizational Restructuring, the “2023 Plan”). Refer to the tables below for the total restructuring charges under the 2023 Plan recorded for the three months ended March 29, 2025 and for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022. The cumulative amount incurred as of March 29, 2025 related to the aggregate 2023 Plan is $71,974.

The Organizational Restructuring has resulted and will further result in the elimination of certain positions and the termination of employment for certain employees worldwide. Refer to the tables below for the employee termination benefit costs related to the Organizational Restructuring under the 2023 Plan recorded for the three months ended March 29, 2025 and for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022. The cumulative amount incurred as of March 29, 2025 related to the aggregate employee termination benefit costs related to the Organizational Restructuring under the 2023 Plan is $40,604.

Refer to the tables below for the lease termination costs and employee termination benefit costs related to the Real Estate Restructuring under the 2023 Plan recorded for the three months ended March 29, 2025 and for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022, as applicable. The cumulative amount incurred as of March 29, 2025 related to the aggregate lease termination costs and employee termination benefit costs related to the Real Estate Restructuring under the 2023 Plan is $12,789 and $9,761, respectively.

Refer to the tables below for the other cash restructuring charges and other non-cash restructuring charges under the 2023 Plan recorded for the three months ended March 29, 2025 and for the fiscal years ended December 28, 2024 and December 30, 2023. The cumulative amount incurred as of March 29, 2025 related to the aggregate other cash restructuring charges and total non-cash restructuring charges under the 2023 Plan is $2,158 and $6,662, respectively.

For the three months ended March 29, 2025, the components of the Company’s restructuring charges for the 2023 Plan were as follows:

	Three Months Ended
	March 29, 2025
Cash restructuring charges:
Real Estate Restructuring - Employee termination benefit costs	$	(153	)
Organizational Restructuring - Employee termination benefit costs		(346	)
Total cash restructuring charges	$	(499	)

For the three months ended March 29, 2025, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows:

	Three Months Ended
	March 29, 2025
Cost of revenues	$	(153	)
Selling, general and administrative expenses		(346	)
Total restructuring charges	$	(499	)

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

For the fiscal year ended December 28, 2024, the components of the Company’s restructuring charges for the 2023 Plan were as follows:

	Fiscal Year Ended
	December 28, 2024
Cash restructuring charges:
Real Estate Restructuring - Lease termination costs	$	(135	)
Real Estate Restructuring - Employee termination benefit costs		2,438
Organizational Restructuring - Employee termination benefit costs		2,213
Other cash restructuring charges		581
Total cash restructuring charges	$	5,097
Non-cash restructuring charges		25
Total restructuring charges	$	5,122

For the fiscal year ended December 28, 2024, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows:

	Fiscal Year Ended
	December 28, 2024
Cost of revenues	$	2,510
Selling, general and administrative expenses		2,612
Total restructuring charges	$	5,122

For the fiscal year ended December 30, 2023, the components of the Company’s restructuring charges for the 2023 Plan were as follows:

	Fiscal Year Ended
	December 30, 2023
Cash restructuring charges:
Real Estate Restructuring - Lease termination costs	$	12,924
Real Estate Restructuring - Employee termination benefit costs		5,678
Organizational Restructuring - Employee termination benefit costs		26,927
Other cash restructuring charges		1,577
Total cash restructuring charges	$	47,106
Non-cash restructuring charges:
Accelerated depreciation and amortization charges	$	6,831
Other non-cash restructuring charges		(194	)
Total non-cash restructuring charges	$	6,637
Total restructuring charges	$	53,743

For the fiscal year ended December 30, 2023, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows:

	Fiscal Year Ended
	December 30, 2023
Cost of revenues	$	21,116
Selling, general and administrative expenses		32,627
Total restructuring charges	$	53,743

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT AMOUNTS)

For the fiscal year ended December 31, 2022, the components of the Company’s restructuring charges for the 2023 Plan were as follows:

	Fiscal Year Ended
	December 31, 2022
Cash restructuring charges:
Real Estate Restructuring - Employee termination benefit costs	$	1,798
Organizational Restructuring - Employee termination benefit costs		11,810
Total restructuring charges	$	13,608

For the fiscal year ended December 31, 2022, restructuring charges for the 2023 Plan were recorded in the Company’s consolidated statements of operations as follows:

	Fiscal Year Ended
	December 31, 2022
Cost of revenues	$	1,798
Selling, general and administrative expenses		11,810
Total restructuring charges	$	13,608

All expenses were recorded to general corporate expenses.

The following table presents a roll-forward of cash restructuring-related liabilities, which is included within accrued expenses in the Company’s consolidated balance sheets:

	Real Estate Restructuring -			Real Estate Restructuring -			Organizational Restructuring -
	Lease <br>termination <br>costs			Employee <br>termination benefit <br>costs			Employee <br>termination benefit <br>costs			Other cash <br>restructuring <br>charges			Total
Balance as of December 31, 2022	$	—		$	1,798		$	11,810		$	—		$	13,608
Charges		12,924			5,678			26,927			1,577			47,106
Payments		(12,768	)		(4,813	)		(15,142	)		(1,233	)		(33,956	)
Balance as of December 30, 2023	$	156		$	2,663		$	23,595		$	344		$	26,758
Charges		—			2,363			2,547			581			5,491
Payments		(21	)		(1,835	)		(19,342	)		(925	)		(22,123	)
Change in estimate		(135	)		75			(334	)		—			(394	)
Balance as of December 28, 2024	$	—		$	3,266		$	6,466		$	—		$	9,732
Payments		—			(281	)		(2,074	)		—			(2,355	)
Change in estimate		—			(153	)		(346	)		—			(499	)
Balance as of March 29, 2025	$	—		$	2,832		$	4,046		$	—		$	6,878

As of March 29, 2025, the Company expects the remaining employee termination benefit liability related to the Real Estate Restructuring and the remaining employee termination benefit liability related to the Organizational Restructuring to be paid in full by the end of fiscal 2026.

16.Subsequent Events

The Company has evaluated subsequent events from March 29, 2025 through the date these financial statements were issued and determined that there have been no events, other than what has been disclosed in the notes above, that would require adjustments to its disclosures in the consolidated financial statements.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, this Quarterly Report on Form 10-Q includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, in particular, the statements about our plans, strategies, objectives and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have generally used the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Quarterly Report on Form 10-Q to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in these forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things:

competition from other weight management and health and wellness industry participants or the development of more effective or more favorably perceived weight management methods;
our failure to continue to retain and grow our subscriber base;
our ability to be a leader in the rapidly evolving and increasingly competitive clinical weight management and weight loss market;
our ability to continue to develop new, innovative services and products and enhance our existing services and products or the failure of our services, products or brands to continue to appeal to the market, or our ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment;
regulatory, reputational and other risks associated with our new compounded GLP-1 offering which will be ending;
our ability to successfully implement strategic initiatives;
our ability to evolve our community offerings to meet the evolving tastes and preferences of our members;
the effectiveness and efficiency of our advertising and marketing programs, including the strength of our social media presence;
the impact on our reputation of actions taken by our franchisees, licensees, suppliers, affiliated provider entities, PCs’ healthcare professionals, and other partners, including as a result of our acquisition of Weekend Health, Inc., doing business as Sequence (“Sequence”) (the “Acquisition”);
the recognition of asset impairment charges;
the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate our workforce;
our chief executive officer transition;
our ability to successfully make acquisitions or enter into collaborations or joint ventures, including our ability to successfully integrate, operate or realize the anticipated benefits of such businesses, including with respect to Sequence;
uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment, changes in tariffs and escalating trade tensions, rising interest rates, the potential impact of political and social unrest and increased volatility in the credit and capital markets;
the seasonal nature of our business;
our failure to maintain effective internal control over financial reporting;
the impact of events that impede accessing resources or discourage or impede people from gathering with others;
the early termination by us of leases;
the inability to renew certain of our licenses, or the inability to do so on terms that are favorable to us;
the impact of our substantial amount of debt, debt service obligations and debt covenants, and our exposure to variable rate indebtedness;
the ability to generate sufficient cash to service our debt and satisfy our other liquidity requirements;
uncertainties regarding the satisfactory operation of our technology or systems;
the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations;
our ability to successfully integrate and use artificial intelligence in our business;
our ability to enforce our intellectual property rights both domestically and internationally, as well as the impact of our involvement in any claims related to intellectual property rights;
the impact of existing and future laws and regulations, including federal and state regulations relating to compounded medications;
risks related to our exposure to extensive and complex healthcare laws and regulations as a result of the Acquisition;
the outcomes of litigation or regulatory actions;
risks and uncertainties associated with our international operations, including regulatory, economic, political, social, intellectual property, and foreign currency risks, which risks may be exacerbated as a result of war and terrorism;
risks related to the Acquisition, including risks that the Acquisition may not achieve its intended results;
risks arising from any delisting of our common stock from Nasdaq;
risks related to the actions of activist shareholders;
uncertainty and continuing risks associated with our ability to achieve our goals;
uncertainty around our ability to repay our debt if accelerated due to our anticipated event of default under our Revolving Credit Facility (as defined below);
risks and uncertainties relating to our anticipated voluntary petitions for relief under chapter 11 of the Bankruptcy Code in Bankruptcy Court (“Chapter 11 Cases”) and associated risks of the court process and outcome in connection therewith; and
other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission (the “SEC”).

You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events or otherwise.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

WW International, Inc. is a Virginia corporation with its principal executive offices in New York, New York. In this Quarterly Report on Form 10-Q unless the context indicates otherwise, “we,” “us,” “our,” the “Company,” “Weight Watchers” and “WW” refer to WW International, Inc. and all of its operations consolidated for purposes of its financial statements. We have one reportable segment for the purpose of making operational and resource decisions and assessing financial performance. Our “Digital” business refers to providing subscriptions to our digital product offerings. Our “Workshops + Digital” business refers to providing subscriptions for unlimited access to our workshops combined with our digital subscription product offerings. Our “Clinical” business refers to providing subscriptions to our clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence) combined with our digital subscription product offerings and unlimited access to our workshops. We also refer to our Workshops + Digital business and Digital business collectively as our “Behavioral” business.

Our fiscal year ends on the Saturday closest to December 31st and consists of either 52- or 53-week periods. In this Quarterly Report on Form 10-Q:

“fiscal 2021” refers to our fiscal year ended January 1, 2022;
“fiscal 2022” refers to our fiscal year ended December 31, 2022;
“fiscal 2023” refers to our fiscal year ended December 30, 2023;
“fiscal 2024” refers to our fiscal year ended December 28, 2024;
“fiscal 2025” refers to our fiscal year ended January 3, 2026 (includes a 53rd week);
“fiscal 2026” refers to our fiscal year ended January 2, 2027;
“fiscal 2027” refers to our fiscal year ended January 1, 2028;
“fiscal 2028” refers to our fiscal year ended December 30, 2028;
“fiscal 2029” refers to our fiscal year ended December 29, 2029; and
“fiscal 2030” refers to our fiscal year ended December 28, 2030.

The following terms used in this Quarterly Report on Form 10-Q are our trademarks: Weekend HealthTM, Weight Watchers®, and the Weight Watchers logo.

You should read the following discussion in conjunction with our Annual Report on Form 10-K for fiscal 2024 that includes additional information about us, our results of operations, our financial position and our cash flows, and with our unaudited consolidated financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q (collectively referred to as the “Consolidated Financial Statements”).

NON-GAAP FINANCIAL MEASURES

To supplement our consolidated results presented in accordance with accounting principles generally accepted in the United States (“GAAP”), we have disclosed non-GAAP financial measures of operating results that exclude or adjust certain items. Gross profit, gross margin, operating loss, operating loss margin and components thereof are discussed in this Quarterly Report on Form 10-Q both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect to (i) the first quarter of fiscal 2025 to exclude (a) the impact of the franchise rights acquired impairment charge related to our United States unit of account, (b) the impact of certain non-recurring transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and (c) the net impact of charges associated with our previously disclosed 2024 restructuring plan (the “2024 plan”) or the reversal of certain of the charges associated with the 2024 plan, as applicable, and the reversal of charges associated with our previously disclosed 2023 restructuring plan (the “2023 plan”); and (ii) the first quarter of fiscal 2024 to exclude (a) the impact of franchise rights acquired impairment charges related to our United States, Australia, New Zealand and United Kingdom units of account and (b) the net impact of charges associated with the 2023 plan and our previously disclosed 2022 restructuring plan (the “2022 plan”). We generally refer to such non-GAAP measures as excluding or adjusting for the impact of franchise rights acquired impairments, the impact of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and the net impact of restructuring charges, as applicable. We also present within this Quarterly Report on Form 10-Q the non-GAAP financial measures: earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired impairments, transaction costs related to the review of strategic alternatives to strengthen our balance sheet, net restructuring charges, former CEO separation expenses, and other items that management believes are not indicative of ongoing operations (“Adjusted EBITDAS”); total debt less unamortized deferred financing costs, unamortized debt discount and cash on hand (i.e., net debt); and a net debt/Adjusted EBITDAS ratio. See “—Liquidity and Capital Resources—EBITDAS, Adjusted EBITDAS and Net Debt” for the reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure in each case. Our management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the performance of our business and are useful for period-over-period comparisons of the performance of our business. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly titled measures reported by other companies.

USE OF CONSTANT CURRENCY

As exchange rates are an important factor in understanding period-to-period comparisons, we believe in certain cases the presentation of results on a constant currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as one measure to evaluate our performance. In this Quarterly Report on Form 10-Q, we calculate constant currency by calculating current-year results using prior-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding or adjusting for the impact of foreign currency or being on a constant currency basis. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP and are not meant to be considered in isolation. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP.

CRITICAL ACCOUNTING ESTIMATES

Franchise Rights Acquired

In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to our Workshops + Digital business and a relief from royalty methodology for franchise rights related to our Digital business. The aggregate estimated fair value for these franchise rights is then compared to the carrying value of the unit of account for these rights. We have determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Workshops + Digital business and the Digital business in the country in which the applicable acquisition occurred. The net book value of franchise rights acquired for the United States unit of account as of the March 29, 2025 balance sheet date was $41.1 million.

In our hypothetical start-up approach analysis for fiscal 2025, we assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, we estimated future cash flows for the Workshops + Digital business in each country based on assumptions regarding revenue growth and operating income margins. In our relief from royalty approach analysis for fiscal 2025, the cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms. The cash flows for the Workshops + Digital and the Digital businesses were discounted utilizing rates which were calculated using the weighted average cost of capital, which included the cost of equity and the cost of debt.

Goodwill

In performing the impairment analysis for goodwill, the fair value for our reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. We have determined the appropriate reporting units for purposes of assessing goodwill impairment to be the Behavioral and Clinical business lines. Our “Behavioral” business line consists of our Workshops + Digital business and Digital business. The net book values of goodwill for the Behavioral and Clinical reporting units as of the March 29, 2025 balance sheet date were $150.5 million and $89.7 million, respectively.

In performing the impairment analysis for goodwill, for all of our reporting units, we estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to each of the Behavioral and Clinical reporting units and then applied expected future operating income growth rates for the respective reporting unit. We utilized operating income as the basis for measuring our potential growth because we believe it is the best indicator of the performance of our business. We then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted average cost of capital, which included the cost of equity and the cost of debt.

Indefinite-Lived Franchise Rights Acquired and Goodwill Impairment Tests

We review indefinite-lived franchise rights acquired and goodwill for potential impairment on at least an annual basis or more often if events so require. Based on triggering events, we performed interim impairment tests as of March 29, 2025 on our indefinite-lived franchise rights acquired and goodwill for the first quarter of fiscal 2025.

When determining fair value, we utilize various assumptions, including projections of future cash flows, revenue growth rates, operating income margins and discount rates. A change in these underlying assumptions could cause a change in the results of the impairment assessments and, as such, could cause fair value to be less than the carrying values and result in an impairment of those assets. In the event such a result occurred, we would be required to record a corresponding charge, which would impact earnings. We would also be required to reduce the carrying values of the related assets on our balance sheet. We continue to evaluate these assumptions and believe that these assumptions are appropriate.

In performing our impairment analyses, we also considered the trading value of both our equity and debt. If the trading values of both our equity and debt were to significantly decline from their levels at the time of testing, we may have to take an impairment charge at the appropriate time, which could be material. For additional information on risks associated with our recognizing asset impairment charges, see the risk factor titled “We have in the past and may in the future be required to recognize asset impairment charges for indefinite- and definite-lived assets” found in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 2024.

Further information regarding the results of our franchise rights acquired and goodwill interim impairment tests for the first quarter of fiscal 2025 can be found in Note 5 “Franchise Rights Acquired, Goodwill and Other Intangible Assets” in the notes to the Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Policies

Information concerning our critical accounting policies is set forth in “Note 2. Summary of Significant Accounting Policies” of our audited consolidated financial statements contained in our Annual Report on Form 10-K for fiscal 2024. Our critical accounting policies have not changed since the end of fiscal 2024.

PERFORMANCE INDICATORS

Our management team regularly reviews and analyzes a number of financial and operating metrics, including the key performance indicators listed below, in order to manage our business, measure our performance, identify trends affecting our business, determine the allocation of resources, make decisions regarding corporate strategies and assess the quality and potential variability of our cash flows and earnings. We also believe that these key performance indicators are useful to both management and investors for forecasting purposes and to facilitate comparisons to our historical operating results. These metrics are supplemental to our GAAP results and include operational measures.

Revenues—Our “Subscription Revenues” consist of the aggregate of: (a) “Digital Subscription Revenues”, the fees associated with subscriptions for our Digital offerings; (b) “Workshops + Digital Subscription Revenues”, the fees associated with subscriptions for our Workshops + Digital offerings; and (c) “Clinical Subscription Revenues”, the fees associated with subscriptions for our Clinical offerings. “Behavioral Subscription Revenues” is the sum of Digital Subscription Revenues and Workshops + Digital Subscription Revenues. In addition, “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing, franchise fees with respect to commitment plans and royalties, publishing and other revenues. Prior to fiscal 2024, Other Revenues included sales of consumer products.
Paid Weeks—The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for our Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for our Workshops + Digital offerings; (iii) “Behavioral Paid Weeks” is the sum of Digital Paid Weeks and Workshops + Digital Paid Weeks; (iv) “Clinical Paid Weeks” is the total paid subscription weeks for our Clinical offerings; and (v) “Total Paid Weeks” is the sum of Behavioral Paid Weeks and Clinical Paid Weeks.
Subscription Revenues Per Paid Weeks—The “Subscription Revenues Per Paid Weeks” metric reports the fees associated with subscriptions for our offerings divided by Paid Weeks as follows: (i) “Digital Subscription Revenues Per Paid Weeks” is Digital Subscription Revenues divided by Digital Paid Weeks; (ii) “Workshops + Digital Subscription Revenues Per Paid Weeks” is Workshops + Digital Subscription Revenues divided by Workshops + Digital Paid Weeks; (iii) “Behavioral Subscription Revenues Per Paid Weeks” is Behavioral Subscription Revenues divided by Behavioral Paid Weeks; (iv) “Clinical Subscription Revenues Per Paid Weeks” is Clinical Subscription Revenues divided by Clinical Paid Weeks; and (v) “Total Subscription Revenues Per Paid Weeks” is Subscription Revenues divided by Total Paid Weeks.
Incoming Subscribers—“Subscribers” refer to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations. The “Incoming Subscribers” metric reports Subscribers in Company-owned operations at a given period start as follows: (i) “Incoming Digital Subscribers” is the total number of Digital subscribers; (ii) “Incoming Workshops + Digital Subscribers” is the total number of Workshops + Digital subscribers; (iii) “Incoming Behavioral Subscribers” is the sum of Incoming Digital Subscribers and Incoming Workshops + Digital Subscribers; (iv) “Incoming Clinical Subscribers” is the total number of Clinical subscribers; and (v) “Incoming Subscribers” is the sum of Incoming Behavioral Subscribers and Incoming Clinical Subscribers. Recruitment and retention are key drivers for this metric.
End of Period Subscribers—The “End of Period Subscribers” metric reports Subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of Workshops + Digital subscribers; (iii) “End of Period Behavioral Subscribers” is the sum of End of Period Digital Subscribers and End of Period Workshops + Digital Subscribers; (iv) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; and (v) “End of Period Subscribers” is the sum of End of Period Behavioral Subscribers and End of Period Clinical Subscribers. Recruitment and retention are key drivers for this metric.
Gross profit and operating expenses as a percentage of revenue.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 29, 2025 COMPARED TO THE THREE MONTHS ENDED MARCH 30, 2024

The table below sets forth selected financial information for the first quarter of fiscal 2025 from our consolidated statements of operations for the three months ended March 29, 2025 versus selected financial information for the first quarter of fiscal 2024 from our consolidated statements of operations for the three months ended March 30, 2024.

Summary of Selected Financial Data

	(In millions, except per share amounts)
	For The Three Months Ended
	March 29, 2025			March 30, 2024			Increase/<br>(Decrease)			%<br>Change				% Change<br>Constant<br>Currency
Revenues, net	$	186.6		$	206.5		$	(20.0	)		(9.7	%)			(8.8	%)
Cost of revenues		53.7			68.7			(15.1	)		(21.9	%)			(21.6	%)
Gross profit		132.9			137.8			(4.9	)		(3.6	%)			(2.4	%)
Gross Margin %		71.2	%		66.7	%
Marketing expenses		78.8			90.2			(11.4	)		(12.6	%)			(12.4	%)
Selling, general & administrative expenses		46.7			59.0			(12.2	)		(20.7	%)			(20.5	%)
Franchise rights acquired impairments		27.5			258.0			(230.4	)		(89.3	%)			(89.3	%)
Operating loss		(20.2	)		(269.3	)		(249.1	)		(92.5	%)			(92.9	%)
Operating Loss Margin %		(10.8	%)		(130.4	%)
Interest expense		27.6			24.7			2.9			11.6	%			11.6	%
Other expense (income), net		2.2			(1.6	)		3.8			100.0	%	*		100.0	%	*
Loss before income taxes		(50.0	)		(292.5	)		(242.4	)		(82.9	%)			(83.3	%)
Provision for income taxes		22.6			55.4			(32.9	)		(59.3	%)			(58.7	%)
Net loss	$	(72.6	)	$	(347.9	)		(275.3	)		(79.1	%)			(79.4	%)
Weighted average diluted shares outstanding		80.1			79.2			0.9			1.2	%			1.2	%
Diluted net loss per share	$	(0.91	)	$	(4.39	)	$	(3.49	)		(79.4	%)			(79.6	%)

Note: Totals may not sum due to rounding.

* Note: Percentage in excess of 100.0% and not meaningful.

Certain results for the first quarter of fiscal 2025 were adjusted to exclude the impact of the franchise rights acquired impairment, the impact of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and the net impact of restructuring charges. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the three months ended March 29, 2025 which have been adjusted.

										Operating
							Operating			(Loss)
	Gross			Gross			(Loss)			Income
(in millions except percentages)	Profit			Margin			Income			Margin
First Quarter of Fiscal 2025	$	132.9			71.2	%	$	(20.2	)		(10.8	%)
Adjustments to reported amounts (1)
Franchise rights acquired impairment		—						27.5
Transaction costs		—						10.8
2024 plan restructuring charges		(0.2	)					1.5
2023 plan restructuring charges		(0.2	)					(0.5	)
Total adjustments (1)		(0.4	)					39.3
First Quarter of Fiscal 2025, as adjusted (1)	$	132.5			71.0	%	$	19.1			10.3	%

Note: Totals may not sum due to rounding.

The “As adjusted” measure is a non-GAAP financial measure that adjusts the consolidated statements of operations for the first quarter of fiscal 2025 to exclude the impact of the $27.5 million ($26.3 million after tax) of the franchise rights acquired impairment, the impact of the $10.8 million ($8.1 million after tax) of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and the net impact of the $1.5 million ($1.1 million after tax) of 2024 plan restructuring charges and the reversal of $0.5 million ($0.4 million after tax) of 2023 plan restructuring charges. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Certain results for the first quarter of fiscal 2024 were adjusted to exclude the impact of franchise rights acquired impairments and the net impact of restructuring charges. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the three months ended March 30, 2024 which have been adjusted.

									Operating
	Gross		Gross			Operating			Loss
(in millions except percentages)	Profit		Margin			Loss			Margin
First Quarter of Fiscal 2024	$	137.8		66.7	%	$	(269.3	)		(130.4	%)
Adjustments to reported amounts (1)
Franchise rights acquired impairments		—					258.0
2023 plan restructuring charges		2.4					5.5
2022 plan restructuring charges		0.0					0.2
Total adjustments (1)		2.5					263.7
First Quarter of Fiscal 2024, as adjusted (1)	$	140.3		67.9	%	$	(5.6	)		(2.7	%)

Note: Totals may not sum due to rounding.

The “As adjusted” measure is a non-GAAP financial measure that adjusts the consolidated statements of operations for the first quarter of fiscal 2024 to exclude the impact of the $258.0 million ($241.5 million after tax) of franchise rights acquired impairments, and the net impact of the $5.5 million ($4.1 million after tax) of 2023 plan restructuring charges and the $0.2 million ($0.2 million after tax) of 2022 plan restructuring charges. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Consolidated Results

Revenues

Revenues for the first quarter of fiscal 2025 were $186.6 million, a decrease of $20.0 million, or 9.7%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which negatively impacted our revenues in the first quarter of fiscal 2025 by $1.8 million, revenues for the first quarter of fiscal 2025 would have decreased 8.8% versus the prior year period. This decrease was driven by a decline in Behavioral Subscription Revenues, partially offset by an increase in Clinical Subscription Revenues. The decline in Behavioral Subscription Revenues was primarily due to the lower number of Incoming Behavioral Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024 and Behavioral recruitment declines during the first quarter of fiscal 2025 versus the prior year period. The decline in Behavioral Subscription Revenues was also driven by a higher mix of subscribers within their initial, lower-priced commitment periods. The increase in Clinical Subscription Revenues was primarily due to Clinical recruitment growth during the first quarter of fiscal 2025 versus the prior year period and the higher number of Incoming Clinical Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024. See “—Operating Results” for additional details on revenues.

Cost of Revenues

Cost of revenues for the first quarter of fiscal 2025 decreased $15.1 million, or 21.9%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which decreased cost of revenues in the first quarter of fiscal 2025 by $0.2 million, cost of revenues for the first quarter of fiscal 2025 would have decreased 21.6% versus the prior year period. Excluding the net impact of the reversal of $0.4 million of restructuring charges in the first quarter of fiscal 2025 and the net impact of the $2.5 million of restructuring charges in the first quarter of fiscal 2024, cost of revenues for the first quarter of fiscal 2025 would have decreased by 18.4%, or 18.1% on a constant currency basis, versus the prior year period as a result of the actions to reduce the fixed cost base within our business.

Gross Profit

Gross profit for the first quarter of fiscal 2025 decreased $4.9 million, or 3.6%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which negatively impacted gross profit in the first quarter of fiscal 2025 by $1.6 million, gross profit for the first quarter of fiscal 2025 would have decreased 2.4% versus the prior year period. Excluding the net impact of the reversal of $0.4 million of restructuring charges in the first quarter of fiscal 2025 and the net impact of the $2.5 million of restructuring charges in the first quarter of fiscal 2024, gross profit for the first quarter of fiscal 2025 would have decreased by 5.5%, or 4.4% on a constant currency basis, versus the prior year period. Gross margin for the first quarter of fiscal 2025 increased to 71.2%, or 71.4% on a constant currency basis, versus 66.7% for the first quarter of fiscal 2024. Excluding the net impact of the reversal of restructuring charges in the first quarter of fiscal 2025 and the net impact of restructuring charges in the first quarter of fiscal 2024, gross margin for the first quarter of fiscal 2025 would have increased to 3.1%, or 3.3% on a constant currency basis, versus the prior year period. This gross margin increase was driven primarily by actions to reduce the fixed cost base within our business.

Marketing

Marketing expenses for the first quarter of fiscal 2025 decreased $11.4 million, or 12.6%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which decreased marketing expenses in the first quarter of fiscal 2025 by $0.2 million, marketing expenses for the first quarter of fiscal 2025 would have decreased 12.4% versus the prior year period. This decrease in marketing expenses was primarily due to lower spend on TV and online advertising. Marketing expenses as a percentage of revenue for the first quarter of fiscal 2025 decreased to 42.2% from 43.7% for the first quarter of fiscal 2024.

Selling, General and Administrative

Selling, general and administrative expenses for the first quarter of fiscal 2025 decreased $12.2 million, or 20.7%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which decreased selling, general and administrative expenses in the first quarter of fiscal 2025 by $0.1 million, selling, general and administrative expenses for the first quarter of fiscal 2025 would have decreased 20.5% versus the prior year period. Excluding the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of the $1.4 million of restructuring charges in the first quarter of fiscal 2025 and the net impact of the $3.3 million of restructuring charges in the first quarter of fiscal 2024, selling, general and administrative expenses for the first quarter of fiscal 2025 would have decreased by 37.9%, or 37.7% on a constant currency basis, versus the prior year period. This decrease in selling, general and administrative expenses was primarily due to a decline in employee compensation and related costs from continued cost discipline and execution towards our cost savings initiative plan announced in 2024. Selling, general and administrative expenses as a percentage of revenue for the first quarter of fiscal 2025 decreased to 25.1% from 28.6% for the first quarter of fiscal 2024. Excluding the impact of the transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of restructuring charges in the first quarter of fiscal 2025 and the net impact of restructuring charges in the first quarter of fiscal 2024, selling, general and administrative expenses as a percentage of revenue for the first quarter of fiscal 2025 would have decreased by 8.4%, or 8.5% on a constant currency basis, versus the prior year period.

Impairments

In performing our interim impairment analysis as of March 29, 2025, we determined that the carrying value of our United States indefinite-lived franchise rights acquired unit of account exceeded its respective fair value and, as a result, we recorded an impairment charge for our United States unit of account of $27.5 million in the first quarter of fiscal 2025.

In performing our interim impairment analysis as of March 30, 2024, we determined that the carrying values of our United States, Australia, New Zealand and United Kingdom indefinite-lived franchise rights acquired units of account exceeded their respective fair values and, as a result, we recorded impairment charges for our United States, Australia, New Zealand and United Kingdom units of account of $251.4 million, $4.1 million, $2.3 million and $0.2 million, respectively, in the first quarter of fiscal 2024.

Operating Loss

Operating loss for the first quarter of fiscal 2025 was $20.2 million compared to operating loss for the first quarter of fiscal 2024 of $269.3 million. Operating loss for the first quarter of fiscal 2025 was negatively impacted by $1.2 million of foreign currency. Excluding the impact of the $27.5 million franchise rights acquired impairment in the first quarter of fiscal 2025, the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of the $1.0 million of restructuring charges in the first quarter of fiscal 2025, the impact of the $258.0 million of franchise rights acquired impairments in the first quarter of fiscal 2024 and the net impact of the $5.7 million of restructuring charges in the first quarter of fiscal 2024, operating income would have been $19.1 million, or $20.4 million on a constant currency basis, for the first quarter of fiscal 2025 versus operating loss of $5.6 million for the first quarter of fiscal 2024. Operating loss margin for the first quarter of fiscal 2025 was 10.8% compared to operating loss margin for the first quarter of fiscal 2024 of 130.4%. Excluding the impact of the franchise rights acquired impairment in the first quarter of fiscal 2025, the impact of the transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of restructuring charges in the first quarter of fiscal 2025, the impact of franchise rights acquired impairments in the first quarter of fiscal 2024 and the net impact of restructuring charges in the first quarter of fiscal 2024, operating income margin would have been 10.3%, or 10.8% on a constant currency basis, for the first quarter of fiscal 2025 versus operating loss margin of 2.7% for the first quarter of fiscal 2024. This increase in operating income margin was driven by a decrease in selling, general and administrative expenses as a percentage of revenue, an increase in gross margin and a decrease in marketing expenses as a percentage of revenue versus the prior year period.

Interest Expense

Interest expense for the first quarter of fiscal 2025 increased $2.9 million, or 11.6%, versus the first quarter of fiscal 2024. The increase in interest expense was driven primarily by an increase in the base rate of our Term Loan Facility (as defined below). The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the first quarter of fiscal 2025 and the first quarter of fiscal 2024 and excluding the impact of any applicable interest rate swaps, was 7.17% per annum for the first quarter of fiscal 2025 versus 7.78% per annum for the first quarter of fiscal 2024, or 6.80% per annum for the first quarter of fiscal 2024 including the impact of any applicable interest rate swaps. Interest expense was impacted by the termination of our interest rate swaps on March 31, 2024. See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon.

Other Expense (Income), Net

Other expense (income), net, which consists primarily of the impact of foreign currency on intercompany transactions, changed by $3.8 million for the first quarter of fiscal 2025 to $2.2 million of expense as compared to $1.6 million of income for the first quarter of fiscal 2024.

Tax

Our effective tax rate for the first quarter of fiscal 2025 was (45.1%) compared to (19.0%) for the first quarter of fiscal 2024. The effective tax rate for interim periods is determined using an annual effective tax rate, adjusted for discrete items. The forecasted full-year fiscal 2025 tax expense, which included an increase in valuation allowance against U.S. deferred tax assets, in relation to our forecasted full-year pretax loss (albeit minimal), drove the unusually high negative annual effective tax rate. Applying this negative annual effective tax rate to pretax loss for the first quarter of fiscal 2025 resulted in an income tax expense of $22.6 million, which is mostly reflected in income taxes payable on our consolidated balance sheet and consolidated statement of cash flows.

For the first quarter of fiscal 2025, the difference between the U.S. federal statutory tax rate and our consolidated effective tax rate was primarily due to the valuation allowance noted above. In addition, the effective tax rate was impacted by a tax expense related to the Base Erosion and Anti-Abuse Tax, partially offset by a tax benefit related to foreign-derived intangible income (“FDII”). The adoption of the Organization for Economic Cooperation and Development’s global tax reform initiative, which introduces a global minimum tax of 15% applicable to large multinational corporations, did not have an impact on the first quarter of fiscal 2025. For the first quarter of fiscal 2024, the difference between the U.S. federal statutory tax rate and our consolidated effective tax rate was primarily due to an increase in valuation allowance against U.S. deferred tax assets. In addition, the effective tax rate was impacted by a tax benefit related to FDII.

Net Loss and Diluted Net Loss Per Share

Net loss for the first quarter of fiscal 2025 was $72.6 million compared to net loss for the first quarter of fiscal 2024 of $347.9 million. Net loss for the first quarter of fiscal 2025 was negatively impacted by $0.9 million of foreign currency. Net loss for the first quarter of fiscal 2025 included a $26.3 million impact from the franchise rights acquired impairment, an $8.1 million impact from transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and a $0.7 million net impact from restructuring charges. Net loss for the first quarter of fiscal 2024 included a $241.5 million impact from franchise rights acquired impairments and a $4.3 million net impact from restructuring charges.

Diluted net loss per share for the first quarter of fiscal 2025 was $0.91 compared to diluted net loss per share for the first quarter of fiscal 2024 of $4.39. Diluted net loss per share for the first quarter of fiscal 2025 included a $0.33 impact from the franchise rights acquired impairment, a $0.10 impact from transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and a $0.01 net impact from restructuring charges. Diluted net loss per share for the first quarter of fiscal 2024 included a $3.05 impact from franchise rights acquired impairments and a $0.05 net impact from restructuring charges.

Operating Results

As previously disclosed, effective the first day of fiscal 2024 (i.e., December 31, 2023), as a result of the continued evolution of our centralized organizational structure in fiscal 2023, and management’s 2024 strategic planning process, our reportable segments changed to one segment for the purpose of making operational and resource decisions and assessing financial performance.

Metrics and Business Trends

The following tables set forth key metrics for the first quarter of fiscal 2025 and the percentage change in those metrics versus the prior year period:

(in millions except percentages)

Q1 2025
GAAP									Constant Currency
Subscription<br>Revenues			Other <br>Revenues			Total<br>Revenues			Subscription<br>Revenues			Other <br>Revenues			Total<br>Revenues
$	185.2		$	1.4		$	186.6		$	187.0		$	1.4		$	188.4
% Change Q1 2025 vs. Q1 2024
	(9.3	%)		(44.2	%)		(9.7	%)		(8.4	%)		(43.2	%)		(8.8	%)

(in millions except percentages, Total Subscription Revenues Per Paid Weeks and as noted)

Q1 2025
Total<br>Paid<br>Weeks			Total <br>Subscription <br>Revenues Per <br>Paid Weeks			Total <br>Subscription <br>Revenues Per <br>Paid Weeks<br>(Constant Currency)			Incoming<br>Subscribers			End of <br>Period <br>Subscribers
									(in thousands)
44.8			$	4.13		$	4.17			3,335.7			3,434.1
% Change Q1 2025 vs. Q1 2024
	(13.4	%)		4.8	%		5.8	%		(12.2	%)		(14.2	%)

(in millions except percentages)

Q1 2025
Subscription Revenues
Digital<br>Subscription Revenues						Workshops + Digital<br>Subscription Revenues						Behavioral<br>Subscription Revenues						Clinical<br>Subscription Revenues
GAAP			Constant<br>Currency			GAAP			Constant<br>Currency			GAAP			Constant<br>Currency			GAAP			Constant<br>Currency
$	120.4		$	121.9		$	35.3		$	35.6		$	155.7		$	157.5		$	29.5		$	29.5
% Change Q1 2025 vs. Q1 2024
	(12.5	%)		(11.4	%)		(26.0	%)		(25.3	%)		(16.0	%)		(15.0	%)		57.1	%		57.1	%

(in millions except percentages)

Q1 2025
Paid Weeks
Digital<br>Paid<br>Weeks			Workshops<br>+ Digital<br>Paid<br>Weeks			Behavioral<br>Paid<br>Weeks			Clinical<br>Paid<br>Weeks
	36.8			6.6			43.3			1.5
% Change Q1 2025 vs. Q1 2024
	(13.1	%)		(22.1	%)		(14.6	%)		45.8	%
Q1 2025
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Subscription Revenues Per Paid Weeks												Subscription Revenues Per Paid Weeks (Constant Currency)
Digital <br>Subscription <br>Revenues Per <br>Paid Weeks			Workshops <br>+ Digital <br>Subscription <br>Revenues Per <br>Paid Weeks			Behavioral <br>Subscription <br>Revenues Per <br>Paid Weeks			Clinical <br>Subscription <br>Revenues Per <br>Paid Weeks			Digital <br>Subscription <br>Revenues Per <br>Paid Weeks			Workshops <br>+ Digital <br>Subscription <br>Revenues Per <br>Paid Weeks			Behavioral <br>Subscription <br>Revenues Per <br>Paid Weeks			Clinical <br>Subscription <br>Revenues Per <br>Paid Weeks
$	3.28		$	5.38		$	3.59		$	19.46		$	3.32		$	5.42		$	3.64		$	19.46
% Change Q1 2025 vs. Q1 2024
	0.7	%		(5.0	%)		(1.6	%)		7.7	%		2.0	%		(4.2	%)		(0.4	%)		7.7	%

(in thousands except percentages)

Q1 2025
Digital Subscribers						Workshops + Digital Subscribers						Behavioral Subscribers						Clinical Subscribers
Incoming<br>Digital<br>Subscribers			End of Period<br>Digital<br>Subscribers			Incoming<br>Workshops<br>+ Digital<br>Subscribers			End of Period<br>Workshops<br>+ Digital<br>Subscribers			Incoming<br>Behavioral<br>Subscribers			End of Period<br>Behavioral<br>Subscribers			Incoming<br>Clinical<br>Subscribers			End of Period<br>Clinical<br>Subscribers
	2,740.6			2,794.3			503.4			505.0			3,244.0			3,299.4			91.7			134.8
% Change Q1 2025 vs. Q1 2024
	(11.0	%)		(14.7	%)		(22.7	%)		(21.1	%)		(13.1	%)		(15.8	%)		37.8	%		55.2	%

Operating Performance

The decrease in revenues for the first quarter of fiscal 2025 versus the prior year period was driven by a decline in Behavioral Subscription Revenues, partially offset by an increase in Clinical Subscription Revenues. The decline in Behavioral Subscription Revenues was driven by a decrease in Digital Subscription Revenues and, to a lesser extent, a decrease in Workshops + Digital Subscription Revenues due to the lower number of respective Incoming Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024 and recruitment declines. The decline in Behavioral Subscription Revenues was also driven by a higher mix of subscribers within their initial, lower-priced commitment periods. The increase in Clinical Subscription Revenues was primarily due to Clinical recruitment growth during the first quarter of fiscal 2025 versus the prior year period and the higher number of Incoming Clinical Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024.

The increase in Total Subscription Revenues Per Paid Weeks for the first quarter of fiscal 2025 versus the prior year period was driven primarily by a mix shift to the Clinical business.

LIQUIDITY AND CAPITAL RESOURCES

Going Concern

We have experienced significant disruption and competitive pressures, including shifts in consumer behavior in the weight loss category, a rapid proliferation of GLP-1 and other medications available as weight-loss options, and significantly increased competition from new entrants. These factors have negatively impacted our Behavioral business. While the Clinical business is growing, it has not yet been able to offset the declines in the Behavioral business, resulting in decreased revenue overall and decreased cash flows from operations. Our management has continued to execute certain cost-savings initiatives, including our previously disclosed restructuring plans, to proactively manage our liquidity.

We have recurring net losses. During the first quarter of fiscal 2025, we recorded an operating loss of $20.2 million and a net loss of $72.6 million. Operating loss included $27.5 million of franchise rights acquired impairments that were non-cash. Our revenues decreased from $206.5 million for the first quarter of fiscal 2024 to $186.6 million for the first quarter of fiscal 2025. Cash provided by operating activities for the first quarter of fiscal 2025 was $15.0 million, which reflected outflows of $13.7 million for interest payments and $4.5 for severance payments. We had a total deficit of $1,182.9 million at March 29, 2025.

Our principal sources of liquidity are cash and cash equivalents, cash flows from operations and proceeds from the January 2025 borrowings under the Revolving Credit Facility (as defined below). Our primary cash needs for the twelve months following the issuance date of the financial statements (the “issuance date”) are funding our operations and global strategic initiatives, meeting debt service requirements and other financing commitments. We had unrestricted cash on hand of $236.3 million at March 29, 2025 (of which $39.1 million is maintained at foreign subsidiaries).

At March 29, 2025, we had outstanding $1,616.3 million of total debt, consisting of borrowings under the Term Loan Facility (as defined below) of $945.0 million with a stated maturity of April 13, 2028, $500.0 million in aggregate principal amount of Senior Secured Notes (as defined below) with a stated maturity of April 15, 2029, and $171.3 million of borrowings under the Revolving Credit Facility with a stated maturity of April 13, 2026.

In order to provide flexibility in assessing strategic options and to create financial flexibility, we increased our outstanding debt by borrowing $50.0 million and $121.3 million on January 2, 2025 and January 31, 2025, respectively, under our Revolving Credit Facility, currently at an interest rate of approximately 7.3%. As a result of these drawdowns and $3.7 million outstanding letters of credit, we have no availability for future borrowings under our Revolving Credit Facility. At the filing of the fiscal 2024 Form 10-K, we had the intent and ability to remain in compliance with our obligations under our debt agreements.

During March 2025, we commenced substantive discussions with an ad hoc group of our lenders and noteholders with the aim of restructuring our debt in advance of the scheduled maturity dates and materially reducing the aggregate principal amount and corresponding interest payments. The goal of these discussions was to restructure our debt to allow increased operating cash flow for funding our operations and strategic initiatives. As a result of the negotiations with the ad hoc lender group, we reevaluated our intent to repay a portion of the Revolving Credit Facility.

If the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility, inclusive of outstanding letters of credit, as of any fiscal quarter end exceeds 35%, or $61.3 million, of the amount of the aggregate commitments under the Revolving Credit Facility, we are required to be in compliance with a Consolidated First Lien Leverage Ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. Our Consolidated First Lien Leverage Ratio as of March 29, 2025 was 7.37:1.00. Although we had the ability to reduce our borrowings under the Revolving Credit Facility, we did not reduce our borrowings under the Revolving Credit Facility to $61.3 million as of March 29, 2025 as previously intended. Accordingly, we expect an Event of Default, as defined under the Revolving Credit Facility, to occur upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. We have not requested and do not currently expect to receive a waiver and, as a result, the maturity of borrowings under the Revolving Credit Facility could be accelerated by the Revolving Credit Facility lenders as a result of the anticipated Event of Default.

Our ability to meet our debt service requirements may be impacted by the anticipated Event of Default, as defined under the Revolving Credit Facility, which may result in acceleration of all of our indebtedness upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. We have been engaged in substantive discussions with an ad hoc group of our lenders and noteholders representing a portion of the Term Loan Facility and Senior Secured Notes lenders and noteholders, including the negotiation of a potential restructuring support agreement. We currently expect that these discussions will result in a prepackaged bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code by WW International, Inc. and certain of our subsidiaries, which we anticipate will occur imminently. A bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code would constitute an Event of Default under the Revolving Credit Facility, Term Loan Facility and Senior Secured Notes. There is no assurance that a prepackaged bankruptcy filing will be successful in restructuring our outstanding debt.

Given the anticipated Event of Default under the Revolving Credit Facility, the potential cross defaults under our Term Loan Facility and Senior Secured Notes and/or an Event of Default under the Revolving Credit Facility, Term Loan Facility and Senior Secured Notes as a result of a bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code and the inherent uncertainties associated with our discussions with lenders and noteholders, any resolution through a restructuring support agreement and bankruptcy process is uncertain and beyond management’s control. Therefore, management has concluded that as of March 29, 2025 there is substantial doubt about our ability to continue as a going concern and management’s plans at this stage do not alleviate substantial doubt about our ability to continue as a going concern.

The Consolidated Financial Statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should we be unable to continue as a going concern.

Balance Sheet Working Capital

The following table sets forth certain relevant measures of our balance sheet working capital deficit, excluding cash and cash equivalents and current portion of long-term debt, net at:

	March 29,			December 28,			Increase/
	2025			2024			(Decrease)
	(in millions)
Total current assets	$	281.3		$	102.6		$	178.6
Total current liabilities		1,821.6			173.3			1,648.3
Working capital deficit		(1,540.4	)		(70.7	)		1,469.7
Cash and cash equivalents		236.3			53.0			183.3
Current portion of long-term debt, net		1,603.0			—			1,603.0
Working capital deficit, excluding cash and cash <br> equivalents and current portion of long-term debt, net	$	(173.7	)	$	(123.7	)	$	50.0

Note: Totals may not sum due to rounding.

The following table sets forth a summary of the primary factors contributing to the $50.0 million increase in our working capital deficit, excluding cash and cash equivalents and current portion of long-term debt, net:

								Impact to
	March 29,		December 28,		Increase/			Working
	2025		2024		(Decrease)			Capital Deficit
	(in millions)
Portion of operating lease liabilities due within one year	$	7.4	$	8.2	$	(0.8	)	$	(0.8	)
Deferred revenue	$	31.9	$	31.7	$	0.3		$	0.3
Prepaid income taxes	$	4.4	$	11.7	$	(7.2	)	$	7.2
Operational liabilities and other, net of assets	$	95.3	$	81.8	$	13.5		$	13.5
Accrued interest	$	24.8	$	11.3	$	13.5		$	13.5
Income taxes payable	$	18.7	$	2.3	$	16.3		$	16.3
Working capital deficit change, excluding cash and cash<br> equivalents and current portion of long-term debt, net								$	50.0

Note: Totals may not sum due to rounding.

The increase in income taxes payable was primarily due to the outsized impact of a significant, largely non-cash, income tax expense resulting from the valuation allowance recorded to reflect the uncertainty of the realization of U.S. deferred tax assets. The increase in accrued interest was primarily due to the timing of payments. The increase in operational liabilities and other, net of assets, which includes accrued salaries and wages, was driven primarily by an increase in accounts payable due to the timing of payments, partially offset by a decrease in accrued salaries and wages due to the decline in employee compensation and related costs. The decrease in prepaid income taxes was primarily due to cash tax payments made in the quarter.

Cash Flows

The following table sets forth a summary of our cash flows for the three months ended:

	March 29,			March 30,
	2025			2024
	(in millions)
Net cash provided by (used for) operating activities	$	15.0		$	(36.0	)
Net cash used for investing activities	$	(3.2	)	$	(4.8	)
Net cash provided by (used for) financing activities	$	171.2		$	(0.6	)

Operating Activities

Cash flows provided by operating activities of $15.0 million for the first three months of fiscal 2025 reflected a change of $51.0 million from $36.0 million of cash flows used for operating activities for the first three months of fiscal 2024. This change was primarily attributable to a decrease in net loss, partially offset by a decrease in non-cash add-back adjustments driven by the decline in franchise rights acquired impairments in the first three months of fiscal 2025 as compared to the prior year period.

Investing Activities

Net cash used for investing activities totaled $3.2 million for the first three months of fiscal 2025, a decrease of $1.6 million as compared to the first three months of fiscal 2024. This decrease was primarily attributable to a decrease in capitalized software and website development expenditures in the first three months of fiscal 2025 as compared to the prior year period.

Financing Activities

Net cash provided by financing activities totaled $171.2 million for the first three months of fiscal 2025, a change of $171.9 million as compared to the first three months of fiscal 2024. This change was primarily attributable to an increase in borrowings on the Revolving Credit Facility in the first three months of fiscal 2025 as compared to the prior year period.

Long-Term Debt

We currently plan to meet our long-term debt obligations by using cash flows provided by operating activities and opportunistically using other means to repay or refinance our obligations as we determine appropriate.

The following schedule sets forth our long-term debt obligations at March 29, 2025:

Long-Term Debt

At March 29, 2025

(in millions)

	March 29, 2025
Revolving Credit Facility due April 13, 2026	$	171.3
Term Loan Facility due April 13, 2028		945.0
Senior Secured Notes due April 15, 2029		500.0
Total		1,616.3
Less: Current portion		1,603.0
Unamortized deferred financing costs		6.4
Unamortized debt discount		6.9
Total long-term debt	$	—

Note: Totals may not sum due to rounding.

In the second quarter of fiscal 2021, in connection with our refinancing of our then-existing credit facilities, we incurred approximately $1,000.0 million in an aggregate principal amount of borrowings under our new credit facilities (as amended from time to time, the “Credit Facilities”) and issued $500.0 million in aggregate principal amount of 4.500% Senior Secured Notes due 2029 (the “Senior Secured Notes”), each as described in further detail below.

Credit Facilities

The Credit Facilities were issued under a credit agreement, dated April 13, 2021 (as amended from time to time, the “Credit Agreement”), among the Company, as borrower, the lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent and an issuing bank. The Credit Facilities consist of (1) $1,000.0 million in aggregate principal amount of senior secured tranche B term loans due in 2028 (the “Term Loan Facility”) and (2) $175.0 million in an aggregate principal amount of commitments under a senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2026 (the “Revolving Credit Facility”).

On January 2, 2025 and January 31, 2025, we borrowed $50.0 million and $121.3 million, respectively, under the Revolving Credit Facility. These borrowings under the Revolving Credit Facility were incurred in order to provide flexibility in assessing strategic options and to create financial flexibility.

As of March 29, 2025, we had $1,116.3 million in an aggregate principal amount of loans outstanding under our Credit Facilities, with $0 of availability and $3.7 million in issued but undrawn letters of credit outstanding under the Revolving Credit Facility subject to its terms and conditions as discussed below. There were $171.3 million of borrowings outstanding under the Revolving Credit Facility as of March 29, 2025.

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of our current and future wholly-owned material domestic restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:

a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such first-tier non-U.S. subsidiary), subject to certain exceptions; and
a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

The Credit Facilities require us to prepay outstanding term loans, subject to certain exceptions, with:

50% (which percentage will be reduced to 25% and 0% if we attain certain first lien secured net leverage ratios) of our annual excess cash flow;
100% of the net cash proceeds of certain non-ordinary course asset sales by the Company and our restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100% of such proceeds, subject to certain qualifications; and
100% of the net proceeds of any issuance or incurrence of debt by the Company or any of our restricted subsidiaries, other than certain debt permitted under the Credit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal on the Term Loan Facility. We may voluntarily repay outstanding loans under the Credit Facilities at any time without penalty, except for customary “breakage” costs with respect to Term SOFR loans under the Credit Facilities.

In June 2023, in connection with the planned phase-out of LIBOR, we amended our Credit Facilities to replace LIBOR with Term SOFR as the benchmark rate under the Credit Agreement, which is calculated to include a credit spread adjustment of 0.11448%, 0.26161%, 0.42826%, or 0.71513% for 1, 3, 6, or 12 months period, respectively, in addition to the Term SOFR Screen Rate (as defined in the Credit Agreement) and the margin (which was not amended).

Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at our option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.50% or (2) an applicable margin plus a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that Term SOFR is not lower than a floor of 0.50%. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at our option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.00% or (2) a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided such rate is not lower than a floor of zero. As of March 29, 2025, the applicable margins for the Term SOFR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 3.50% and 2.75%, respectively.

On a quarterly basis, we pay a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon our Consolidated First Lien Leverage Ratio (as defined in the Credit Agreement).

The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, if the aggregate principal amount of extensions of credit (inclusive of outstanding letters of credit) under the Revolving Credit Facility as of any fiscal quarter end exceeds 35%, or $61.3 million, of the aggregate revolving commitments, we are required to be in compliance with a Consolidated First Lien Leverage Ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. There were $171.3 million of borrowings outstanding under the Revolving Credit Facility as of March 29, 2025. Our Consolidated First Lien Leverage Ratio as of March 29, 2025 was 7.37:1.00. Accordingly, we expect an Event of Default, as defined under the Revolving Credit Facility, to occur upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. If the Revolving Credit Facility is accelerated, the Term Loan Facility and Senior Secured Notes may be accelerated as the Term Loan Facility and Senior Secured Notes contain cross-default and/or cross-acceleration provisions.

Senior Secured Notes

The Senior Secured Notes accrue interest at a rate per annum equal to 4.500% and will mature on April 15, 2029. Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year. Commencing April 15, 2024, we may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to 102.250% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 101.125% on or after April 15, 2025 and to 100.000% on or after April 15, 2026. If a change of control occurs, we must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 101% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. Following the sale of certain assets and subject to certain conditions, we must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 100% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

The Senior Secured Notes are guaranteed on a senior secured basis by our subsidiaries that guarantee the Credit Facilities. The Senior Secured Notes and the note guarantees are secured by a first-priority lien on all the collateral that secures the Credit Facilities, subject to a shared lien of equal priority with our and each guarantor’s obligations under the Credit Facilities and subject to certain thresholds, exceptions and permitted liens.

Outstanding Debt

At March 29, 2025, we had $1,616.3 million outstanding under the Credit Facilities and the Senior Secured Notes, consisting of borrowings under the Term Loan Facility of $945.0 million, $171.3 million (inclusive of outstanding letters of credit) drawn down on the Revolving Credit Facility and $500.0 million in aggregate principal amount of Senior Secured Notes issued and outstanding.

At March 29, 2025 and December 28, 2024, our debt consisted of both fixed and variable-rate instruments. We have historically entered into interest rate swaps to hedge a portion of the cash flow exposure associated with our variable-rate borrowings. At March 29, 2025, we did not have any interest rate swaps in effect. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, exclusive of the impact of any applicable interest rate swaps, was approximately 7.18% and 7.75% per annum at March 29, 2025 and December 28, 2024, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, including the impact of any applicable interest rate swaps, was approximately 7.18% and 7.47% per annum at March 29, 2025 and December 28, 2024, respectively, based on interest rates on these dates.

The following schedule sets forth our year-by-year debt obligations at March 29, 2025:

Total Debt Obligation

(Including Current Portion)

At March 29, 2025

(in millions)

Remainder of fiscal 2025	$	—
Fiscal 2026		171.3
Fiscal 2027		10.0
Fiscal 2028		935.0
Fiscal 2029		500.0
Fiscal 2030		—
Thereafter		—
Total	$	1,616.3

Note: Totals may not sum due to rounding.

Accumulated Other Comprehensive Loss

Our accumulated other comprehensive loss includes changes in the effects of foreign currency translations and the fair value of derivative instruments, as applicable. At March 29, 2025 and March 30, 2024, the cumulative balance of the effects of foreign currency translations, net of taxes, was a loss of $22.6 million and a loss of $16.9 million, respectively. At March 30, 2024, the cumulative balance of changes in the fair value of derivative instruments, net of taxes, was $0.0 million.

Dividends and Stock Transactions

We do not currently pay a dividend and we have no current plans to pay dividends in the foreseeable future. Any future determination to declare and pay dividends will be made at the sole discretion of our Board of Directors, after taking into account our financial condition and results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, the provisions of Virginia law affecting the payment of distributions to shareholders and such other factors our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants in our existing indebtedness, including the Credit Agreement governing the Credit Facilities and the Indenture governing the Senior Secured Notes, and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future.

On October 9, 2003, our Board of Directors authorized, and we announced, a program to repurchase up to $250.0 million of our outstanding common stock. On each of June 13, 2005, May 25, 2006 and October 21, 2010, our Board of Directors authorized, and we announced, the addition of $250.0 million to this program. The repurchase program allows for shares to be purchased from time to time in the open market or through privately negotiated transactions. The repurchase program currently has no expiration date. During the three months ended March 29, 2025 and March 30, 2024, we repurchased no shares of our common stock under this program.

EBITDAS, Adjusted EBITDAS and Net Debt

We define EBITDAS, a non-GAAP financial measure, as earnings before interest, taxes, depreciation, amortization and stock-based compensation and Adjusted EBITDAS, a non-GAAP financial measure, as earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired impairments, transaction costs related to the review of strategic alternatives to strengthen our balance sheet, net restructuring charges, former CEO separation expenses, and other items that management believes are not indicative of ongoing operations, as applicable.

The table below sets forth the reconciliations for EBITDAS and Adjusted EBITDAS, each a non-GAAP financial measure, to net loss, the most comparable GAAP financial measure, for the three months ended March 29, 2025 and March 30, 2024, and EBITDAS and Adjusted EBITDAS to net loss for the trailing twelve months ended March 29, 2025:

(in millions)

	Three Months Ended
	March 29, 2025			March 30, 2024			Trailing Twelve <br>Months
Net loss	$	(72.6	)	$	(347.9	)	$	(70.4	)
Interest		27.6			24.7			111.8
Taxes		22.6			55.4			(32.3	)
Depreciation and amortization		6.9			10.4			34.3
Stock-based compensation		0.9			2.4			5.1
EBITDAS	$	(14.6	)	$	(254.9	)	$	48.5
Franchise rights acquired impairments		27.5			258.0			84.6
Transaction costs		10.8			—			10.8
2024 plan restructuring charges		1.5			—			18.5
2023 plan restructuring charges		(0.5	)		5.5			(0.9	)
2022 plan restructuring charges		—			0.2			(0.2	)
Former CEO separation expenses		—			—			3.9
Other (1)		2.2			(1.6	)		1.1
Adjusted EBITDAS (2)	$	26.9		$	7.2		$	166.3

Note: Totals may not sum due to rounding.

Primarily consists of the impact of foreign exchange gains and losses.
The “Adjusted EBITDAS” measure is a non-GAAP financial measure that (i) adjusts the consolidated statements of operations for the three months ended March 29, 2025 to exclude the impact of the $27.5 million franchise rights acquired impairment, the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, the net impact of the $1.5 million of 2024 plan restructuring charges and the reversal of $0.5 million of 2023 plan restructuring charges, and the impact of the $2.2 million of other; (ii) adjusts the consolidated statements of operations for the three months ended March 30, 2024 to exclude the impact of the $258.0 million of franchise rights acquired impairments, the net impact of the $5.5 million of 2023 plan restructuring charges and the $0.2 million of 2022 plan restructuring charges, and the impact of the $1.6 million of other; and (iii) adjusts EBITDAS for the trailing twelve months ended March 29, 2025 to exclude the impact of the $84.6 million of franchise rights acquired impairments, the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, the net impact of the $18.5 million of 2024 plan restructuring charges, the reversal of $0.9 million of 2023 plan restructuring charges and the reversal of $0.2 million of 2022 plan restructuring charges, the impact of the $3.9 million of former CEO separation expenses and the impact of the $1.1 million of other. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Reducing leverage is a capital structure priority for the Company. As of March 29, 2025, our total debt less unamortized deferred financing costs and unamortized debt discount/net loss ratio was (22.8)x. As of March 29, 2025, our net debt/Adjusted EBITDAS ratio was 8.2x.

The table below sets forth the reconciliation for net debt, a non-GAAP financial measure, to total debt, the most comparable GAAP financial measure, for the three months ended:

(in millions)

	March 29, 2025
Total debt	$	1,616.3
Less: Unamortized deferred financing costs		6.4
Less: Unamortized debt discount		6.9
Less: Cash on hand		236.3
Net debt	$	1,366.7

Note: Totals may not sum due to rounding.

We present EBITDAS, Adjusted EBITDAS and net debt/Adjusted EBITDAS because we consider them to be useful supplemental measures of our performance. In addition, we believe EBITDAS, Adjusted EBITDAS and net debt/Adjusted EBITDAS are useful to investors, analysts and rating agencies in measuring the ability of a company to meet its debt service obligations. See “—Non-GAAP Financial Measures” herein for an explanation of our use of these non-GAAP financial measures.

OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we do not participate in arrangements that generate relationships with unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, such as entities often referred to as structured finance or special purpose entities.

SEASONALITY

Our business is seasonal due to the importance of the winter season to our overall member recruitment environment. Historically, we experience our highest level of recruitment during the first quarter of the year, which is supported with the highest concentration of advertising spending. Therefore, our number of End of Period Subscribers in the first quarter of the year has been typically higher than the number in other quarters of the year, historically reflecting a decline over the course of the year.

AVAILABLE INFORMATION

Corporate information and our press releases, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments thereto, are available free of charge on our corporate website at corporate.ww.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also make available at that site the Section 16 reports filed electronically by our officers, directors and 10 percent shareholders.

We use our corporate website at corporate.ww.com and certain social media channels such as our Instagram account (Instagram.com/weightwatchers), corporate Facebook page (www.facebook.com/weightwatchers), X account (@ww_us) and LinkedIn page (www.linkedin.com/company/weightwatchers) as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels shall not be deemed to be incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 29, 2025, the market risk disclosures appearing in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for fiscal 2024 have not materially changed from December 28, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 29, 2025, the end of the first quarter of fiscal 2025. Based upon that evaluation and subject to the foregoing, our principal executive officer and our principal financial officer concluded that, as of the end of the first quarter of fiscal 2025, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Given the inherent uncertainties associated with our discussions with creditors, any resolution through a restructuring support agreement and bankruptcy process is uncertain and our business may be adversely impacted, including by experiencing a loss of members and vendors who may be concerned about our long-term prospects. In addition, the filing of Chapter 11 Cases could affect our business and operations in various ways and we cannot predict the timing and impact of events that may occur during such time, including negative publicity and the need to seek court or creditor approval for certain actions.

The negotiations regarding potential restructuring transactions have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations.

Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on potential restructuring transactions (including the anticipated Chapter 11 Cases). This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the restructuring transactions are protracted. During the pendency of any restructuring transactions, our employees may face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet member expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.

Our common stock may be delisted from Nasdaq and there is no guarantee that our common stock will be regularly traded on the over-the-counter markets.

The shares of our common stock are currently listed on Nasdaq under the symbol “WW.” In the event of filing of the Chapter 11 Cases, we anticipate that our shares would be suspended from trading and may eventually be delisted from Nasdaq.

There can be no assurance that the Company will be able to maintain its listing on Nasdaq during the pendency of any Chapter 11 Cases. If Nasdaq determines to continue the listing of our common stock during any bankruptcy reorganization, we would nevertheless be required to satisfy all requirements for listing, upon emerging from bankruptcy proceedings. There is no guarantee we could satisfy all requirements for initial listing upon emergence from any potential bankruptcy proceeding or be able to list any new common equity for a reorganized Company.

Delisting would have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock is likely to become more volatile. Delisting may also reduce the number of investors willing to hold or acquire our common stock and negatively impact our ability to access equity markets and obtain financing. Delisting would also be expected to negatively impact your ability to sell or otherwise transact in our common stock.

If our shares are suspended from trading on Nasdaq, our common stock would be expected to be quoted in the OTC Pink Current Market. The OTC Pink Current Market is a significantly more limited market than Nasdaq, and quotation on the OTC Pink Current Market will likely result in a less liquid market for existing and potential holders of the common stock to trade our common stock and could further depress the trading price of our common stock. There is no guarantee that our common stock would be regularly traded on the over-the-counter markets, and accordingly, our common stock could become illiquid. We can provide no assurance as to whether broker-dealers will continue to provide public quotes of the common stock on this market, or whether the trading volume of the common stock will be sufficient to provide for an efficient trading market.

Our new compounded GLP-1 offering exposes us to a variety of risks that could result in an adverse impact on our reputation, business and ability to effectively compete. In addition, due to changes in the regulatory environment, we will no longer be offering compounded semaglutide after May 22, 2025.

In October 2024, WeightWatchers Clinic began offering to eligible clinical members access to compounded semaglutide, a GLP-1 prescription medication, sourced via a 503B outsourcing facility (the “Manufacturing Supplier”) and dispensed by a licensed 503A pharmacy (“Dispensing Pharmacy”). A 503B outsourcing facility must meet certain conditions under Section 503B of the Federal Food, Drug and Cosmetic Act (the “FDCA”), including registration with the U.S. Food and Drug Administration (the “FDA”). The facility must also operate in compliance with the FDA’s Current Good Manufacturing Practice (cGMP) regulations and guidance and is subject to FDA inspection relating to compliance with cGMPs. If the Manufacturing Supplier or any of its compounded products are found by the FDA not to satisfy the criteria set forth in Section 503B, it may not be able to fulfill the prescriptions prescribed by the WeightWatchers Clinic clinicians, which could have an adverse effect on our business. Compounding pharmacies and 503B outsourcing facilities have been subject to increased scrutiny of their compounding activities by the FDA and state governmental agencies, and a governmental inquiry or action or litigation could be brought against us, our affiliated medical practices, the Dispensing Pharmacy or the Manufacturing Supplier relating to GLP-1 compounding activities. In such a case, we may experience negative publicity and reputational harm. Manufacturers of the branded GLP-1 medications also have brought private actions against compounders and outsourcing facilities, as well as prescribers of compounded medications, including against med-spas, medical practices and telehealth providers, and such action or litigation could be brought against us or our affiliated medical practices. The Manufacturing Supplier is legally permitted to produce compounded semaglutide injection while the approved branded GLP-1 drug products (i.e., Ozempic and Wegovy) (the “Drug Products”) appear on the FDA drug shortage list. The Drug Products were added to the FDA drug shortage list in 2022. In a Declaratory Order issued on February 21, 2025, the FDA determined that the semaglutide injection product shortage is resolved and removed the Drug Products from the shortage list. As part of the Declaratory Order, the FDA stated that 503A pharmacies will be permitted to compound injectible semaglutide until the later of the date of the district court’s decision on the plaintiffs’ preliminary injunction motion in Outsourcing Facilities Association (OFA) v. FDA, 4:25-cv-00174 (N.D. Tex.) (“OFA Case”), or April 22, 2025 and that 503B outsourcing facilities will be permitted to compound injectible semaglutide until the later of the date of such district court decision or May 22, 2025. On April 24, 2025, the district court in the OFA Case denied OFA’s request for preliminary injunction. As a result, 503B outsourcing facilities will no longer be permitted to compound injectible semaglutide beginning on May 22, 2025. The Manufacturing Supplier must operate in compliance with the FDA’s requirements and produce compounded semaglutide only during the applicable period of enforcement discretion and may not be able to fulfill the prescriptions prescribed by the WeightWatchers Clinic clinicians after the expiration of such period. In light of the resolution of the OFA litigation and the imminent deadline by which 503B outsourcing facilities must stop producing compounded semaglutide, on May 22, 2025 we will cease our offering that includes the compounded medication, which could adversely impact our business and results of operations. We are preparing transition plans for WeightWatchers Clinic members that will both comply with FDA requirements and prioritize patient continuity of care, transitioning WeightWatchers Clinic members to other available and suitable medications, such as branded GLP-1s and oral medications. However, there can be no assurance that WeightWatchers Clinic members will be able to be successfully transitioned to other medications to the same extent, or at all, due to a variety of factors, including some outside of our control. This transition is occurring earlier in 2025 than we initially anticipated and may result in near term headwinds within our WeightWatchers Clinic business.

Additionally, on October 22, 2024, Novo Nordisk filed a petition with the FDA, requesting that semaglutide products be added to the lists of drug products that present demonstrable difficulties for compounding pursuant to the FDCA Sections 503A(b)(3) and 503B(a)(6) (the “Demonstrable Difficulties for Compounding Lists”). If added to the Demonstrable Difficulties for Compounding Lists, 503A pharmacies and 503B facilities would be prohibited from producing compounded semaglutide under any circumstances, even if the FDA continues to exercise enforcement discretion with respect to the shortage or if it were added back to the drug shortage list. The regulatory landscape applicable to GLP-1s continues to rapidly evolve. Additionally, many branded GLP-1 medications are protected under intellectual property laws that limit the formulations and methods of use that other parties may use, and our promotion of compounded formulations may result in our being subject to infringement claims and other litigation, which could adversely affect our ability to effectively compete.

During the transition period that we continue to offer access to compounded medication, our business could be negatively impacted by perceived risks associated with compounded medications. Certain compounding pharmacies and 503B outsourcing facilities have experienced both facility and product quality issues and been the subject of negative media coverage. We or the Manufacturing Supplier or Dispensing Pharmacy may also face allegations, litigation, and regulatory investigations under federal or state laws related to the marketing, fulfillment, distribution, and/or sale of these products. Litigation and regulatory proceedings, and particularly the healthcare, pharmaceutical-related, consumer protection, data privacy and/or class action matters we could face, may be protracted and expensive, and the results are difficult to predict. Such litigation or regulatory proceedings and investigations, FDA shortage list implications, unexpected side effects or safety or efficacy concerns with our compounded semaglutide offering (or GLP-1s as a class) or related negative publicity could have an adverse effect on our reputation, business and ability to effectively compete.

Our business is subject to legislative and regulatory restrictions.

A number of laws and regulations govern our advertising and marketing, services, products, operations and relations with consumers, licensees, franchisees, coaches, guides, employees and government authorities in the countries in which we operate.

Certain federal, state and foreign agencies, such as the U.S. Federal Trade Commission (the “FTC”) and the U.S. Food and Drug Administration (the “FDA”), regulate and enforce such laws and regulations relating to advertising and marketing, promotions, packaging, labeling, privacy, consumer pricing and billing arrangements, and other consumer protection matters. In addition, the FTC recently announced a final “click-to-cancel” rule that will require providers of subscription services like ourselves to make it as easy for consumers to cancel their enrollment as it was to sign up. Other jurisdictions and states, such as California, have adopted similar and even more restrictive legislation. This new legislation and regulation could have a material negative impact on our business by resulting in an increase in subscription terminations. A determination by a federal, state or foreign agency, or a court in connection with a governmental enforcement action or private litigation, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity, and restrictions on our business operations. For example, during the mid-1990s, the FTC filed complaints against a number of commercial weight management providers alleging violations of federal law in connection with the use of advertisements that featured testimonials, claims for program success and program costs. In 1997, we entered into a consent order with the FTC settling all contested issues raised in the complaint filed against us. The consent order required us to comply with certain procedures and disclosures in connection with our advertisements of services and products and expired by its terms in 2017.

We are subject to many distinct employment, labor, commercial, benefits and tax laws and regulations in each country in which we operate, including regulations affecting our employment and wage and hour practices and our relations with our employees, coaches and guides. If we are required to comply with new laws or regulations or interpretations of existing laws and regulations that differ from our interpretations, are unable to comply with these laws, regulations or interpretations, or are subject to litigation with respect to these laws, regulations or interpretations, our business and results of operations could be adversely affected.

Laws and regulations directly applicable to communications, operations (including the use and treatment of personal data) or commerce over the Internet, such as those governing consumer protection, intellectual property, privacy and taxation, continue to evolve. Recent examples include the enactment of the European General Data Protection Regulation, the California Consumer Privacy Act and the California Privacy Rights Act. If we are required to comply with new laws or regulations or interpretations of existing laws or regulations that differ from our interpretations, or if we are unable to comply with these laws, regulations or interpretations, our business and results of operations could be adversely affected.

Future laws or regulations, including laws or regulations affecting our advertising and marketing practices, consumer pricing and billing arrangements, use and treatment of personal data, relations with consumers, employees, coaches, guides, brand ambassadors, spokespersons, social media influencers, licensees or franchisees, or our services and products, may have an adverse impact on us.

For additional information regarding the legislative and regulatory restrictions applicable to our Clinical business, see our other Risk Factors regarding our Clinical business in our Annual Report on Form 10-K for fiscal 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Nothing to report under this item.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Nothing to report under this item.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

From time to time, our directors and officers may engage in open-market transactions with respect to their Company equity holdings for diversification or other personal reasons. All such transactions by directors and officers must comply with the Company’s Amended and Restated Securities Trading Policy, which requires that such transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in the Company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

No contracts, instructions or written plans for the purchase or sale of Company securities were adopted or terminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the quarter ended March 29, 2025, that were intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No “non-Rule 10b5–1 trading arrangements” (as defined by Item 408(c) of Regulation S-K) or other Rule 10b5-1 trading arrangements were entered into or terminated, nor were any such arrangements modified, by our directors or officers during such period.

ITEM 6. EXHIBITS

Exhibit Number	Description
**Exhibit 2.1	Agreement and Plan of Merger, dated as of March 4, 2023, by and among WW International, Inc., Well Holdings, Inc., Weekend Health, Inc. (“Weekend Health”) and Fortis Advisors LLC, solely in its capacity as the Equityholders’ Representative (as defined therein) for Weekend Health (filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2023, as filed on May 4, 2023 (File No. 001-16769), and incorporated herein by reference).
†*Exhibit 10.1	Offer Letter, dated January 30, 2024, by and between WW International, Inc. and Jacqueline Cooke.
†*Exhibit 10.2	Retention Award Agreement, dated February 25, 2025, by and between WW International, Inc. and Jacqueline Cooke.
†*Exhibit 10.3	Offer Letter, dated April 2, 2024, by and between WW International, Inc. and Donna Boyer.
†*Exhibit 10.4	Transition Agreement and General Release, dated as of April 4, 2025, by and between WW International, Inc. and Donna Boyer.
†*Exhibit 10.5	Offer Letter, dated as of November 26, 2024, by and between WW International, Inc. and Felicia DellaFortuna.
†*Exhibit 10.6	Retention Award Agreement, dated February 25, 2025, by and between WW International, Inc. and Felicia DellaFortuna.
†*Exhibit 10.7	Employment Agreement, dated February 26, 2025, by and between WW International, Inc. and Tara Comonte.
†*Exhibit 10.8	Form of Continuity Agreement between WW International, Inc. and certain key executives (Chief Financial Officer and Chief Legal Officer).
*Exhibit 31.1	Rule 13a-14(a) Certification by Tara Comonte, Chief Executive Officer.
*Exhibit 31.2	Rule 13a-14(a) Certification by Felicia DellaFortuna, Chief Financial Officer.
*Exhibit 32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*Exhibit 101
*EX-101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*EX-101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
*Exhibit 104	The cover page from WW International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments).

* Filed herewith.

** Previously filed.

† Represents a management arrangement or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WW INTERNATIONAL, INC.
Date: May 6, 2025	By:	/s/ Tara Comonte
		Tara Comonte
		President and Chief Executive Officer and Director<br><br>(Principal Executive Officer)
Date: May 6, 2025	By:	/s/ Felicia DellaFortuna
---	---	---
		Felicia DellaFortuna
		Chief Financial Officer<br><br>(Principal Financial Officer)

EX-10.1

WW International, Inc.

675 Avenue of the Americas, 6th Floor

New York, NY 10010

EXHIBIT 10.1

January 30, 2024

VIA E-MAIL

Jacquie Cooke

[ ]

Dear Jacquie,

I am pleased to confirm our offer of employment to you for the position of General Counsel and Secretary of WW International, Inc. (the “Company”).

The details of your initial compensation and benefits are set forth below:

Title. Your title shall be General Counsel and Secretary, reporting to Sima Sistani, Chief Executive Officer of the Company.
Hire Date. March 11, 2024
Work Location. 425 California Street, Suite 1400, San Francisco, California
Base Salary. You will receive an annualized base salary of $500,000.00 gross, less all lawful withholdings and deductions, to be paid bi-weekly, every other Thursday. This shall be an exempt position, and you will therefore not be eligible for overtime.
Sign-On Bonus. You shall be eligible to receive a Sign-On Bonus in the amount of $125,000, less all lawful withholdings and deductions. The Sign-On Bonus shall be paid in two equal installments of $62,500, less all lawful withholdings and deductions, with the first installment being paid within 30 days after your Hire Date, and the second installment being paid on or before January 31, 2025. The payment of this Sign-On Bonus is expressly conditioned on your being continually and actively employed by the Company at the time the Sign-On Bonus is due to be paid. If you voluntarily resign, or are terminated for Cause, within one (1) year of your Hire Date, you shall be required to repay the previously provided Sign-On Bonus installments. For purposes of this offer letter, “Cause” shall be the definition used in the Company’s formal stock-based incentive compensation plan documents.
Annual Performance Bonus. You will be eligible to earn an annual bonus in accordance with the terms and conditions of the Company’s bonus plan. Under the current plan, the bonus target for this position will be 60% of your Base Salary (75% of which shall be based on the Company’s overall performance and 25% of which shall be based on your individual performance), which can be over- or underachieved depending on performance. For bonus year 2024 only, you shall be guaranteed a minimum of your full target bonus (in the amount of $300,000, less all lawful withholdings and deductions), or the amount of the annual bonus calculation based on the criteria above, whichever is higher, provided you remain employed by the Company at the time of payment in March 2025. All future bonuses shall be paid in accord with the terms listed above, without any guaranteed minimums. In order to be eligible to earn any bonus, you must be an active employee on the date of payment.

WW International, Inc.

675 Avenue of the Americas, 6th Floor

New York, NY 10010

Annual Equity Program. You will be eligible to participate in the Company’s annual stock- based Long-Term Incentive (“LTI”) compensation program, in accordance with the terms and conditions of such program, as amended from time to time. Your position will have a target aggregate grant amount value of 100% of your Base Salary (allocated and subject to such terms as determined by the Company’s Compensation Committee in its sole discretion). All annual equity awards are subject to your continued employment with the Company, and shall be governed by the Company’s LTI compensation plan documents and relevant agreements, as well as any additional terms and conditions as determined by the Compensation Committee at its sole discretion. You shall be eligible to receive the full amount of your annual target equity award in 2024 (subject to your continued employment at the time such awards are made), and such award shall be subject to the terms and conditions of the Company’s LTI compensation plan, as well as any additional terms and conditions as determined by the Compensation Committee at its sole discretion. For 2024, the number of shares issued for all equity grants shall be based on a predetermined stock price of $9.13, regardless of the Company’s actual stock price at the time the awards are made. The Company’s LTI compensation program may be modified or terminated at any time.
Continuity Agreement. Subject to the approval of the Company’s Board of Directors, you will be eligible to enter into a continuity agreement (the “Continuity Agreement”) with the Company, which shall remain in effect for as long as you remain in your role as General Counsel and Secretary. For the avoidance of doubt, in no event shall your Continuity Agreement be deemed a benefit plan. You hereby agree that any consideration payable to you, or obligation to provide benefits to you, pursuant to the Continuity Agreement shall be offset in full by any amounts payable or benefits provided to you pursuant to either: (a) this offer letter (including but not limited to the Severance Pay and COBRA Coverage referenced in Section 9 below); (b) any other agreement between you and the Company providing for the same or similar type of benefits set forth in the Continuity Agreement; (c) any plan, program or arrangement of the Company providing the same or similar type of benefits set forth in the Continuity Agreement; or (d) any statute, regulation or local law in any applicable jurisdiction (collectively, the “Other Arrangements”). Any payment or benefit paid or provided to you pursuant to any Other Arrangement shall offset, and be counted against, any payment or benefit to be provided under the Continuity Agreement. Any payments or benefits paid under the Continuity Agreement shall supersede and negate any obligations under any Other Arrangement, which will be deemed to have been satisfied in full by the payments and/or benefits provided under the Continuity Agreement.
Severance. Subject to the terms and conditions set forth below, in the event the Company terminates your employment for reasons other than for Cause, and provided you execute a general release of all potential claims in a form acceptable to the Company, the Company shall: (a) continue to pay you twelve (12) months of your base salary at the time of your termination via salary continuation (“Severance Pay”); and (b) pay for the employer contribution portion of your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for twelve (12) months following your date of termination (“COBRA Coverage”), provided you elect to receive such coverage and comply with all of your obligations in connection with same. However, in the event you obtain subsequent employment at any point during the twelve (12) month period when you are receiving the Severance Pay and/or COBRA Coverage benefits (the “Severance Benefit Period”), your bi-weekly Severance Pay payments shall be reduced by the amount of your bi-weekly salary earnings in your new employment for the remainder of the Severance Benefit Period, or eliminated altogether if you obtain a subsequent position with the same or higher base salary rate than your salary rate at the Company as of your termination date. Similarly, your eligibility to receive COBRA Coverage during the Severance

WW International, Inc.

675 Avenue of the Americas, 6th Floor

New York, NY 10010

Benefit Period shall cease effective the first month of eligibility in your new employer’s health insurance plan. To enforce and comply with the terms of this provision, you agree to provide the Company with immediate written notice of any subsequent employment you receive during the Severance Benefit Period, including your date of hire, salary, and benefits eligibility. For purposes of this offer letter, “Cause” shall be the definition used in the Company’s formal stock-based incentive compensation plan documents.
Paid Time Off Policy. You will be entitled to 25 days of Paid Time Off per year (pro-rated for 2024) and Company holidays (subject to local practices) in accord with the Company’s PTO policy.
Health Care, Dental and Vision Plan. Coverage is available under the current plan in accordance with the terms of the official plan documents. Coverage is effective from your Hire Date.
WW Savings Plan. You will be eligible to participate in the WW Savings Plan in accordance with the terms of the official plan documents.
Life Insurance. You will be eligible for life insurance in accordance with the Company’s policies and official plan documents. Currently, you will be eligible for life insurance at two times your annual salary, up to a maximum of $1,000,000, plus optional coverage available at your expense.
Wellbeing Allowance. You will be reimbursed up to $1,000.00 towards approved wellbeing expenses subject to the terms and conditions of the Company’s Wellbeing Reimbursement Policy. You will be eligible for this allowance three months after your Hire Date, and on an annual basis thereafter.
Confidentiality, Assignment of Work Product, and Nonsolicitation Agreement. You will be required to sign the Company’s standard Confidentiality, Assignment of Work Product and Nonsolicitation Agreement (“Confidentiality Agreement”), which will be provided under separate cover, as a condition of this employment offer and the effectiveness of this offer letter.
Arbitration Agreement. You will be required to sign the Company’s standard Arbitration Agreement, which will be provided under separate cover, as a condition of this employment offer and the effectiveness of this offer letter, subject to any modifications mutually agreed upon by the parties.
“At-Will” Employment. You understand and agree that your employment with the Company shall be “at will” at all times. This means that either you or the Company may terminate your employment relationship at any time for any reason, with or without notice. Nothing stated in this offer letter shall be construed to guarantee your employment with the Company for any specific period of time.
Governing Law. This offer letter shall be governed by, and conformed in accordance with, the laws of the State of New York without regard to its conflict or choice of law provisions.
Entire Agreement. This offer letter, along with the above-referenced Confidentiality Agreement and Arbitration Agreement which are hereby incorporated by reference, shall supersede all prior agreements between you and the Company. To the extent the terms of this offer letter differ in any way from any such prior agreement, the terms of this offer letter shall control. By signing this offer letter, you agree that you are not relying upon any promises, representations, negotiations or discussions except as specifically set forth in this offer letter.

WW International, Inc.

675 Avenue of the Americas, 6th Floor

New York, NY 10010

Please note that this offer of employment is contingent upon: (1) the satisfactory results of your reference and/or background checks, and (2) your execution of the Confidentiality Agreement and Arbitration Agreement, as referenced above. You will receive a separate email regarding instructions for the completion of the background check process.

To indicate your acceptance of this offer letter, please sign and date in the space indicated below, and return to me at [ ]@ww.com.

Sincerely,

/s/ Tiffany Stevenson

Tiffany Stevenson

Chief People Officer

WW International, Inc.

I understand and agree to the terms and conditions set forth above.

/s/ Jacquie Cooke	31 January 2024
Jacquie Cooke	Date

EX-10.2

EXHIBIT 10.2

WW INTERNATIONAL, INC.

February 25, 2025

Jacqueline Cooke

Via Email

Re: Retention Award Agreement

Dear Jacqueline:

As you know, we consider your leadership and continued service and dedication to WW International, Inc., a Virginia corporation (together with its subsidiaries, the “Company”) important to the success of our business and the Company’s long-term future. To incentivize you to remain employed with the Company as it evaluates strategic alternatives and initiatives, and in consideration of your commitment to remain employed by the Company and its affiliates through the Retention Date (as defined below) we are pleased to offer you a retention award. Capitalized terms used but not defined in this letter agreement have the meaning set forth on Exhibit A.

Retention Award. As soon as practicable following the date hereof, the Company will pay you a lump sum cash retention award in the amount of $1,000,000 (your “Retention Award”), less applicable taxes and other withholdings, which also serves as your annual bonus award for 2025, subject to and in consideration of the terms and conditions of this letter agreement, including the exhibits attached hereto (together, this “Agreement”).
Termination; Clawback. If, prior to the earlier of (a) January 31, 2026 and (b) 60 days following the consummation of a Change in Control (such earlier date, the “Retention Date”), you resign without Modified Good Reason prior to a Change in Control, you resign without “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary) after a Change in Control, or the Company terminates your employment for Cause, you agree to promptly repay to the Company, within 15 days of your termination date, the full amount of the Retention Award. For the avoidance of doubt, however, if you are terminated by the Company without Cause, you resign for Modified Good Reason prior to a Change in Control, you resign for “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary) on or after a Change in Control, or your employment terminates due to your death, such clawback shall be waived if you (or your representative, in the event of your death) timely execute, return to the Company and do not revoke a release of claims in favor of the Company in a form provided by the Company and comply with all restrictive covenants to which you are subject in favor of the Company and any of its subsidiaries. If you fail to repay the full amount of the Retention Award when due to the Company pursuant to the immediately preceding sentence, the Company may recover from you any such un-repaid amounts, including by offsetting any other compensation or benefits due to you, subject to applicable law, and you will be obligated to reimburse the Company for all legal expenses and other costs incurred by the Company in its attempts to recover the full amount of the Retention Award.
Waivers; Modified Good Reason. In consideration of the Retention Award, you hereby agree that (a) you waive any right you have under any offer letter or any other agreement with the Company to receive any annual bonus opportunity for 2025 other than the Retention Award, (b) you waive any right that you may have under any offer letter or any other agreement with the Company to receive any equity awards in or in respect of any period in 2025 that occurs prior to a Change in Control, and (c) prior to a Change in Control, “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary) will be replaced with the definition of

2
Modified Good Reason. For the avoidance of doubt, on or following a Change in Control, you shall continue to have any and all rights that you may have to receive any compensation or benefits from the Company upon a resignation for “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary).
Restrictive Covenants. In consideration of the Retention Award, you hereby agree to be bound by the terms of the Restrictive Covenant Agreement attached hereto as Exhibit B. You recognize and acknowledge that these restrictions and limitations are reasonable and valid in all respects and are essential to protect the value of the business and assets of the Company. Such covenants shall be in addition to, and shall not replace or supersede, any other restrictive covenants you are subject to in favor of the Company.

This Agreement and the rights hereunder are not assignable except to your estate upon death, or by the Company to any successor of the Company (including an acquiror of substantially all of its assets). The Company is obligated to assign this Agreement to any successor of the Company (including an acquiror of substantially all of its assets). This Agreement is governed by the laws of State of New York, without regard to principles of conflict of laws, and sets forth the entire understanding between the Company and you regarding the contents hereof. This Agreement may be executed in counterparts (including electronic), each of which shall be deemed an original and all together the same agreement. This Agreement may only be amended by written agreement between you and the Company. You are hereby advised to consult with an attorney before entering into this Agreement.

To accept this Agreement, please sign where indicated below and return your executed Agreement to the Company by March 7, 2025.

Sincerely,
WW INTERNATIONAL, INC.
By:	/s/ Tara Comonte
Name:	Tara Comonte
Title:	Interim Chief Executive Officer

By signing this Agreement, you acknowledge that you are doing so freely, knowingly and voluntarily. You represent and warrant that you have read this Agreement have consulted with your own advisors (if you so choose) regarding its terms and are fully aware of its content and legal effect. You commit to remaining employed by the Company and its affiliates through the Retention Date. You acknowledge that in executing this Agreement you have not relied on any oral or written representations or understandings other than those explicitly contained herein.

Accepted and agreed as of the date first set forth above:

/s/ Jacquie Cooke
By: Jacqueline Cooke

Exhibit A

Defined Terms

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise.

“Cause” means the occurrence of any of the following: (a) your willful and continued failure to perform substantially all of your duties for the Company (other than any such failure resulting from incapacity due to physical or mental illness) for a period of 10 days following a written demand for substantial performance that is delivered to you by the board of directors of WW International, Inc. (the “Board”), which specifically identifies the manner in which the Board believes you have not substantially performed your duties; (b) dishonesty in the performance of your duties with the Company; (c) your indictment for, conviction of, or plea of guilty or nolo contendere to, a crime under any applicable national, federal, state or local law (including common law) constituting (i) a felony or (ii) a misdemeanor involving moral turpitude; or (d) your willful malfeasance or willful misconduct in connection with your duties with the Company or any act or omission which is injurious to the financial condition or business reputation of the Company or its Affiliates.

“Change in Control” means the occurrence of one or more of the following events:

any “Person” or “Group,” in each case within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) becomes the “Beneficial Owner,” within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of members of the Board;
a reorganization, recapitalization, restructuring, merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the entity resulting from such Corporate Transaction (or the parent of such entity) are beneficially owned subsequent to such transaction by the Person or Persons who were the beneficial holders of the outstanding voting securities entitled to vote generally in the election of directors of the company immediately prior to such Corporate Transaction and in substantially the same proportion as before such Corporate Transaction (“WWI Persons”); provided, however, to the extent that any such Person or Persons also beneficially own outstanding voting securities in the other party to the Corporate Transaction (the “Counter Party Securities”) immediately prior to consummation of such Corporate Transaction, the Counter Party Securities shall be excluded from the calculation described herein as owned by WWI Persons; or
the sale, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person or the liquidation or dissolution of the Company.

Notwithstanding the preceding or any provision of Rule 13d-3 of the Exchange Act, a Person or Group shall not be deemed to beneficially own securities of the Company that are subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of such securities in connection with the transactions contemplated by such agreement.

A-1

For the avoidance of doubt, a recapitalization whereby the Company’s debt is restructured and the Company’s creditors do receive equity in the Company in exchange for the Company’s debt shall be considered a Change in Control to the extent that the creditors hold, immediately after the consummation of such restructuring, 50% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of members of the Board.

“Modified Good Reason” means the occurrence of the following, without your consent: (a) your ceasing to report to the Chief Executive Officer of the Company, (b) a material reduction to your base salary, or (c) a change in your primary place of performance of your role by more than twenty-five miles.

A-2

Exhibit B

Restrictive Covenant Agreement

(See attached)

WW International, Inc.

Restrictive Covenant Agreement

WHEREAS, Jacqueline Cooke (“Employee”) desires to enter into this Restrictive Covenant Agreement (this “Agreement”) in connection with the Retention Award Agreement (the “Retention Agreement”), to which this Agreement is attached, and pursuant to which Employee is receiving certain payments and benefits of value from WW INTERNATIONAL, INC. (the “Company”).

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in the Retention Agreement, the adequacy and sufficiency of which are hereby acknowledged, Employee hereby agrees as follows:

Confidentiality; Return of Property.
Employee will not disclose or use at any time, any Confidential Information (as defined below) of which Employee is or becomes aware, whether or not such information is developed by Employee, except (i) to the extent that such disclosure or use is directly related to and required by Employee’s performance of duties, if any, assigned to Employee by the Company or its subsidiaries the “Company Group”), or (ii) pursuant to the order of any court or administrative agency.
As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company Group in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and programs listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public by a person or entity other than he Employee prior to the date Employee proposes to disclose or use such information.
In the event of Employee’s termination of employment with the Company Group for any reason, Employee shall deliver to the Company (and will not keep in Employee’s possession, recreate or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property developed by Employee pursuant to Employee’s employment or otherwise belonging to the Company Group.
Whistleblower Rights.
Nothing in this Agreement shall prohibit or impede Employee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Employee does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.
Employee hereby confirms that Employee understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to disclose any information covered by the Company’s attorney-client privilege or the Company’s attorney work product (x) without the prior written consent of the Company’s General Counsel or other officer designated by the Company, or (y) unless such disclosure of that information would otherwise be permitted pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise under applicable law or court order.
Assignment of Work Product.
Employee shall disclose promptly in writing and assign immediately, and hereby assigns to the Company, all of Employee’s right, title and interest in and to, any original works of authorship, formulas, processes, programs, benchmarking, solutions, tools, content, databases, techniques, know-how, data, developments, innovations, inventions, improvements, trademarks, patents, copyrights or discoveries, whether or not copyrightable, patentable or otherwise legally protectible, and whether or not they exist in electronic form, print form or other tangible or intangible form of medium (hereinafter referred to collectively as “Work Product”), which Employee makes or conceives, or first reduces to practice or learns, either solely or jointly with others, during Employee’s employment with the Company Group, through Employee’s work with the Company Group, or with any other person or entity pursuant to an assignment by the Company Group. Employee acknowledges the special interest the Company Group holds in its processes, techniques and technologies and agrees that such processes, techniques and technologies shall not be directly or indirectly used or distributed by Employee for the interest of any person or entity besides the Company Group.
All disclosures and assignments made pursuant to this Agreement are made without royalty or any additional consideration to Employee other than the regular compensation paid to Employee by the applicable member of the Company Group.
Employee shall execute, acknowledge and deliver to the Company Group all necessary documents, and shall take such other action as may be necessary to assist the Company Group in obtaining by statute, copyrights, patents, trademarks or other statutory or common law protections for the Work Product covered by this Agreement, vesting title and right in such copyrights, patents, trademarks and other protections in the Company and its designees. Employee hereby agrees that the Work Product constitutes a “work made for hire” in accordance with the definition of that term under the U.S. copyright laws. Employee shall further assist the Company or its subsidiaries in every proper and reasonable way to enforce such copyrights, patents, trademarks and other protections as the Company may desire. Employee’s obligation to deliver documents and assist the Company or its subsidiaries under this Agreement applies both during and subsequent to the term of Employee’s employment.
Any Work Product which Employee may disclose to anyone within six months after the termination of Employee’s employment, or for which the Company or its subsidiaries may file an application for copyright, patent, trademark or other statutory or common law protection within 12 months after the termination of said employment, shall be presumed to have been made, conceived, first reduced to practice or learned during the term of Employee’s employment and fully subject to the terms and conditions set forth herein; provided that if Employee in fact, conceived any such Work Product subsequent to the termination of the employment and such Work Product is not based upon or derived from Confidential Information of the Company or its subsidiaries or does not relate to the scope of work performed by Employee pursuant to
Employee’s employment duties with the Company or its subsidiaries, then such Work Product shall belong to Employee and shall be Employee’s sole property. Employee assumes the responsibility of establishing by competent legal evidence that such Work Product is not based on such Confidential Information and that Employee conceived any such Work Product after the termination of Employee’s employment.
Employee represents that the Work Product does not infringe any copyright, patent or other proprietary right of any person or entity.
Attached to and made as part of this Agreement as Schedule I is a complete list of all Work Product, whether or not copyrighted, which has been made or conceived or first reduced to practice by Employee alone or jointly prior to the date of Employee’s employment with the Company Group. Such Work Product shall be excluded from the operation of this Agreement. If there is no such list on Schedule I, Employee represents that no such Work Product exists at the time of execution of this Agreement.
Covenant Not to Compete; Nonsolicitation.
Employee hereby agrees that for so long as Employee is employed by the Company Group and for a period of one year thereafter (the “Noncompete Period”), Employee shall not, without the Company’s written consent, directly or indirectly, engage in, be employed by, act as a consultant for or have a financial interest (other than an ownership position of less than 1% in any company whose shares are publicly traded or any non-voting, non-convertible debt securities in any company) in any business engaged in the Company Business, or work for or provide services to any Competitor of the Company Group, within the United States or within any foreign country in which the Company Group (i) has an office, (ii) is or has engaged in Company Business or (iii) proposes to engage in Company Business, as of the date of the termination of Employee’s employment with the Company Group.
For the purposes of this Section 4, the term “Company Business” shall mean any business related to either: (i) weight loss or weight management programs, services and other similar activities, including, but not limited to, the business of creating, developing, marketing, maintaining or managing an electronic, digital, internet, web-based or other similar digital or electronic media business related to weight loss or weight management programs, services and/or other similar activities (either free or on a subscription basis); or (ii) behavioral change management toward healthy eating.
For purposes of this Section 4, the term “Competitor” means any natural person, corporation, limited liability company, firm, organization, trust, partnership, association, joint venture, government agency or other entity (including, but not limited to, the websites and other electronic or digital media of such entities) that engages, or proposes to engage, in Company Business, including, but not limited to, (i) entities that are directly engaged in Company Business; and (ii) entities that have a primary focus in broader topic areas (including, but not limited to, health, wellness, exercise and fitness), but that nevertheless engage in Company Business (provided, however, only the part of such entities that are engaged in or oversee Company Business shall be deemed a “Competitor” for purposes of this Section 4).
Employee hereby agrees that for so long as Employee is employed by the Company Group and for a period of one year thereafter (the “Nonsolicitation Period”), Employee shall not, directly or indirectly, solicit or offer employment to any person who has been employed by the Company Group at any time during the 12 months immediately preceding such solicitation.
If Employee is primarily a resident of, or primarily provides services in, the State of California on (i) the date hereof or (ii) the date of termination of Employee’s employment, (x) Sections 4(a), 4(b) and 4(c) shall not apply after the date of termination, and (y) during the portion of the Nonsolicitation Period which follows the date of termination, Section 4(d) shall be amended to delete the words “or offer employment to”.
Nondisparagement.

Employee shall not make, issue or authorize any disparaging, critical or otherwise negative statements regarding any member of the Company Group or any of their affiliates, officers or directors, whether orally or in writing, to any individual, entity or party whatsoever, or post any such statements on any online forum or website. The limitations set forth in this paragraph shall not apply in respect of any statement that is required to be made by applicable law, is the type of communication described in Section 2, or is reasonably necessary in connection with the enforcement of rights under this Agreement or written agreement to which any member of the Company Group, on the one hand, and Employee, on the other hand, are parties.

Cooperation.

Both during and after Employee’s employment with the Company Group, Employee shall reasonably cooperate (with due regard given to Employee’s other commitments), (i) with the Company Group in the defense of any legal matter not adverse to Employee and involving any matter that arose during Employee’s employment with the Company or any other member of the Company Group; and (ii) with all government authorities on matters pertaining to any investigation, litigation or administrative proceeding pertaining to the Company or any other member of the Company Group, in each case, relating to Employee’s employment period and not adverse to Employee. The Company Group will reimburse Employee for any reasonable travel and out-of-pocket costs and expenses incurred by Employee in providing such cooperation, subject to Company Group policies regarding expense reimbursements.

Miscellaneous.
Notwithstanding any other provisions of this Agreement, if at any time a court holds that the restrictions stated in Section 4 are unreasonable or otherwise unenforceable under circumstances then existing, Employee and the Company agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area.
Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the covenants herein would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Employee agrees that, in the case of a breach or threatened breach of any of the covenants herein, the Company may seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
This Agreement may not be modified, altered, changed or terminated except upon the express prior written consent of the Company and Employee or their authorized agents. A subsequent non- competition, confidentiality or non-disclosure agreement entered into by Employee for the benefit of any member of the Company Group will not modify, alter, change or terminate this Agreement unless it expressly refers to this Agreement.
Employee is hereby advised to consult with an attorney before entering into this Agreement. Employee acknowledges and agrees that (i) no promise or inducement for this Agreement has been made except as set forth herein, (ii) this Agreement is executed by Employee without reliance upon any statement or representation by the Company except as set forth herein, and (iii) Employee is legally competent to execute this Agreement and to accept full responsibility therefor. If Employee is primarily a resident of, or primarily provides services in, Illinois on (x) the date hereof or (y) the date of termination of Employee’s employment,
Employee agrees that before being required to sign this Agreement, the Company provided Employee with 14 calendar days to review it.
Except as otherwise provided in this Agreement, the Company and Employee agree that any dispute arising under or relating in any way to this Agreement will be submitted to arbitration in New York, New York, in front of a single arbitrator, in accordance with the rules of the American Arbitration Association (“AAA”), as the exclusive remedy for such dispute. Each party shall submit three names of proposed arbitrators to the other side, including at least two names from a list of approved AAA arbitrators. If the parties cannot mutually agree on an arbitrator from such lists, each party shall strike two names from the other party’s list and the arbitrator shall then be chosen at random by the AAA from the two remaining names. The Company and Employee agree that such arbitration will be confidential and no details, descriptions, settlements or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other party, unless required by law or in connection with enforcement of any decision in such arbitration. Each party shall be responsible for its own attorneys’ fees and costs associated with such arbitration, except that the cost of the arbitration (such as the Arbitrator’s fee) shall be shared equally between the Company and Employee. Furthermore, each party shall bear its own costs and attorneys’ fees, if any, incurred in connection with this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York; provided, that if Employee is primarily a resident of, or primarily provides services in, the State of California on (i) the date hereof or (ii) the date of termination of Employee’s employment, this Agreement shall be governed by and construed in accordance with the laws of the State of California.
Nothing contained in this Agreement (i) obligates the Company or any subsidiary of the Company to employ Employee in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment, if any, of Employee at any time or for any reason whatsoever, with or without cause, and Employee hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to Employee concerning Employee’s employment or continued employment by the Company or any of its subsidiaries.
This Agreement may be signed in counterparts, and each counterpart shall be considered an original agreement for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, Employee has executed this Agreement as of the date first above

written.

EMPLOYEE
/s/ Jacquie Cooke
---
Name: Jacqueline Cooke
Date: 2/28/2025

ACKNOWLEDGED BY:

WW INTERNATIONAL, INC.
By:	/s/ Tara Comonte
---	---
Name:	Tara Comonte
Title:	Interim Chief Executive Officer

[Signature Page to Restrictive Covenant Agreement]

Schedule I

Work Product

EX-10.3

WW International, Inc.

675 Avenue of the Americas, 6th Floor

New York, NY 10010

EXHIBIT 10.3

April 2, 2024

VIA E-Mail

Donna Boyer

[ ]

Dear Donna,

I am pleased to confirm our offer of employment to you for the position of Chief Product Officer, reporting to Sima Sistani, Chief Executive Officer of WW International, Inc. (the “Company”).

The details of your initial compensation and benefits are set forth below:

Title. Chief Product Officer
Hire Date. May 1, 2024
Work Location. 425 California Street, Suite 1400, San Francisco, CA 94104
Base Salary. You will receive an annualized base salary of $600,000.00 gross, less all lawful withholdings and deductions, to be paid bi-weekly, every other Thursday. This shall be an exempt position, and you will therefore not be eligible for overtime.
Annual Performance Bonus. You will be eligible to earn an annual bonus in accordance with the terms and conditions of the Company’s bonus plan. Under the current plan, the bonus target for this position will be 100% of your Base Salary (75% of which shall be based on the Company’s overall performance and 25% of which shall be based on your individual performance), which can be over- or underachieved depending on performance. For bonus year 2024 only, you shall be guaranteed a minimum of your full target bonus (in the amount of $600,000, less all lawful withholdings and deductions), or the amount of the annual bonus calculation based on the criteria above, whichever is higher, provided you commence employment with the Company on or before May 1, 2024, and remain employed by the Company at the time of payment. If your hire date is after May 1, you shall be eligible for a full year 2024 bonus based on the terms of the plan listed above, but you shall not be entitled to any guaranteed minimums. All future bonuses shall be paid in accord with the terms listed above, without any guaranteed minimums. In order to be eligible to earn any bonus, you must be an active employee on the date of payment.
Annual Equity Program. Commencing this year, you will be eligible to participate in the Company’s annual stock-based Long Term Incentive (LTI) compensation plan, in accordance with the terms and conditions of such program, as amended from time to time. Your position will have an annual target grant amount of 175% of your Base
Salary. Under the current plan, you shall be eligible to receive the full amount of your annual LTI target in one installment, on or about May 15th, subject to your continued employment with the Company at the time of the grant. For 2024, the number of shares issued for all equity grants shall be based on a predetermined stock price of $9.13 USD, regardless of the Company's actual stock price at the time the awards are made. All annual equity awards are subject to your continued employment with the Company, and shall be governed by the Company’s stock-based LTI incentive compensation plan documents and relative agreements, as well as any additional terms and conditions as determined by the Company’s Compensation Committee at its sole discretion. The Company’s stock-based LTI compensation plan may be modified or terminated at any time.
One-time Equity Grant. You will receive a one-time equity award of 225,000 restricted stock units (RSUs) under the Company’s stock-based incentive compensation program, allocated entirely to restricted stock units and subject to such terms as determined by the Company’s Compensation Committee in its sole discretion. The full award will be granted on or about the 15th of the month following your date of hire. With respect to vesting, 1/3 of this award shall vest on each anniversary of the grant date, subject to the terms and conditions of the Company’s stock-based incentive compensation program. This award is subject to your continued employment with the Company, and shall be governed by the Company’s stock-based incentive compensation plan documents and relevant agreements, as well as any additional terms and conditions as defined by the Company’s Compensation Committee at its sole discretion.
Continuity Agreement. Subject to the approval of the Company’s Board of Directors, you will be eligible to enter into a continuity agreement (the “Continuity Agreement”) with the Company, which shall remain in effect for as long as you remain in your role as Chief Product Officer. For the avoidance of doubt, in no event shall your Continuity Agreement be deemed a benefit plan. You hereby agree that any consideration payable to you, or obligation to provide benefits to you, pursuant to the Continuity Agreement shall be offset in full by any amounts payable or benefits provided to you pursuant to either: (a) this offer letter (including but not limited to the Severance Pay and COBRA Coverage as defined below); (b) any other agreement between you and the Company providing for the same or similar type of benefits set forth in the Continuity Agreement; (c) any plan, program or arrangement of the Company providing the same or similar type of benefits set forth in the Continuity Agreement; or (d) any statute, regulation or local law in any applicable jurisdiction (collectively, the “Other Arrangements”). Any payment or benefit paid or provided to you pursuant to any Other Arrangement shall offset, and be counted against, any payment or benefit to be provided under the Continuity Agreement. Any payments or benefits paid under the Continuity Agreement shall supersede and negate any obligations under any Other Arrangement, which will be deemed to have been satisfied in full by the payments and/or benefits provided under the Continuity Agreement.
Severance. Subject to the terms and conditions set forth below, in the event the Company terminates your employment for reasons other than for Cause, and provided you execute a general release of all potential claims in a form acceptable to the
Company, the Company shall: (a) continue to pay you twelve (12) months of your base salary at the time of your termination via salary continuation (“Severance Pay”); (b) pay for the employer contribution portion of your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for twelve (12) months following your date of termination (“COBRA Coverage”), provided you elect to receive such coverage and comply with all of your obligations in connection with same; and (c) if applicable, pay you any unpaid annual bonus from the previous calendar bonus year; it being understood that you shall not be entitled to any pro-rated bonus for the current calendar year. However, in the event you obtain subsequent employment at any point during the twelve (12) month period when you are receiving the Severance Pay and/or COBRA Coverage benefits (the “Severance Benefit Period”), your bi-weekly Severance Pay payments shall be reduced by the amount of your bi-weekly salary earnings in your new employment for the remainder of the Severance Benefit Period, or eliminated altogether if you obtain a subsequent position with the same or higher base salary rate than your salary rate at the Company as of your termination date. Similarly, your eligibility to receive COBRA Coverage during the Severance Benefit Period shall cease effective the first month of eligibility in your new employer’s health insurance plan. However, under such circumstances, you will not be required to repay any bonus paid under this section. To enforce and comply with the terms of this provision, you agree to provide the Company with immediate written notice of any subsequent employment you receive during the Severance Benefit Period, including your date of hire, salary, and benefits eligibility. For purposes of this offer letter, “Cause” shall be the definition used in the Company’s formal stock-based incentive compensation plan documents.
Paid Time Off Policy. You will be entitled to a minimum of 25 days of vacation and company holidays (subject to local practices).
Health Care, Dental and Vision Plan. Coverage is available under the current plan in accordance with the terms of the official plan documents. Coverage is effective from your hire date should you elect coverage.
WW 401(k) Savings Plan. You will be eligible to participate in the WW Savings Plan in accordance with the terms of the official plan documents.
Life Insurance. You will be eligible for life insurance in accordance with the Company’s policies and official plan documents. Currently, you will be eligible for life insurance at two times your annual salary, up to a maximum of $1,000,000, plus optional coverage available at your expense
Wellbeing Allowance. You will be reimbursed up to $1,000.00 towards approved wellbeing expenses. You will be eligible for this allowance three months after your Hire Date, and on an annual basis thereafter.
Confidentiality, Assignment of Work Product, and Nonsolicitation Agreement. You will be required to sign the Company’s standard Confidentiality, Assignment of Work Product, and Nonsolicitation Agreement (“Confidentiality Agreement”), which will be provided under separate cover, as a condition of this employment offer and the effectiveness of this offer letter.
Arbitration Agreement. You will be required to sign the Company’s standard Arbitration Agreement, which will be provided under separate cover, as a condition of this employment offer and the effectiveness of this offer letter, subject to any modifications mutually agreed upon by the parties.
“At-Will” Employment. You understand and agree that your employment with the Company shall be “at-will” at all times. This means that either you or the Company may terminate your employment relationship at any time for any reason, with or without notice. Nothing stated in this offer letter, or in the other agreements referenced above, shall be construed to guarantee your employment with the Company for any specific period of time.
Governing Law. This offer letter shall be governed by, and conformed in accordance with, the laws of the State of New York without regard to its conflict or choice of law provisions.
Entire Agreement. This offer letter, along with the above-referenced Confidentiality Agreement and Arbitration Agreement which are hereby incorporated by reference, shall supersede all prior agreements between you and the Company. To the extent the terms of this offer letter differ in any way from any such prior agreement, the terms of this offer letter shall control. By signing this offer letter, you agree that you are not relying upon any promises, representations, negotiations, or discussions except as specifically set forth in this offer letter.

Please note that this offer of employment is contingent upon: (1) Satisfactory results of your background check. You will receive a separate email regarding instructions for the completion of the background check process, (2) Your review and acceptance of the Confidentiality Agreement, and (3) Your review and acceptance of the Arbitration Agreement, subject to any modifications mutually agreed upon by the parties.

To indicate your acceptance of this offer letter, please sign and date in the spaces indicated no later than April 5, 2024.

Congratulations and welcome to the WW team!

Sincerely,

/s/ Tiffany Stevenson
Tiffany Stevenson
Chief People Officer
WW International, Inc.
/s/ Donna Boyer
Donna Boyer
4/2/2024
Date

EX-10.4

EXHIBIT 10.4

TRANSITION AGREEMENT AND GENERAL RELEASE

This Transition Agreement and General Release (“Agreement”) is made by and between Donna Boyer (“Employee”, “you,” “your,” or “yourself”) and WW International, Inc. (“Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Employee currently is employed by the Company;

WHEREAS, the Parties have agreed to certain changes that will result in Employee’s separation from employment with the Company on the earlier of (i) May 31, 2025; or (ii) such date that Employee is terminated by the Company for Cause (as defined below), but with the understanding of the Parties that they may mutually agree to Employee’s continued provision of services to the Company for an additional four weeks following May 31, 2025 (for purposes of this Agreement, Employee’s actual final date of employment, regardless of the underlying circumstances, shall be defined herein as the “Separation Date”);

WHEREAS, the Parties have agreed that Employee shall resign from her role as Chief Product Officer, effective April 4, 2025, and will remain employed as an Advisor, beginning effective April 4, 2025, and continuing through the Separation Date;

WHEREAS, Employee’s employment through the Separation Date shall be pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;

NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:

Transition Duties and Separation.
The period between April 4, 2025 and the Separation Date shall be referred to herein as the “Transition Period.” During the Transition Period, Employee agrees to perform the tasks reasonably requested by the Company relating to the transition of Employee’s work duties and business contacts and otherwise assisting in the smooth transition of Employee’s general duties and business contacts to such person(s) as the Company may designate (collectively defined as the “Transition Duties”). The Company may ask Employee to travel to the State of New York during the Transition Period (for which such travel time will not count against the number of hours per week as set forth below). Employee agrees to travel to the State of New York during the Transition Period, subject to the Company’s payment of a reasonable travel stipend and reimbursement of expenses according to customary Company policy and practice.
During the Transition Period, the Company shall continue to pay Employee Employee’s standard base salary in accordance with the Company’s payroll policies, timing, and procedures, except that
such pay shall be adjusted for Employee’s full-time and then part-time status as follows:
Forty (40) hours per week for the period from 4/4/25 to 4/19/25
Twenty (20) hours per week for the period from 4/20/25 to 5/3/25
Ten (10) hours per week for the period from 5/4/25 to 5/31/25
Ten (10) hours per week for the period from 6/1/25 to 6/28/25, subject to the mutual agreement of the parties

During the Transition Period, Employee will continue to vest as if employed on a full-time basis in existing equity grants, consistent with the terms of such grant agreements and applicable equity plans.

Nothing herein modifies the at-will nature of Employee’s employment with the Company. The Company reserves the right to sever its employment relationship with Employee at any time, with or without Cause (as defined below), and with or without notice; and Employee similarly may end Employee’s relationship with the Company at any time, with or without cause or notice. However, in the event the Company terminates Employee’s employment other than for Cause, then Employee shall be entitled to the Separation Benefits (as defined below), subject to the terms of Section 2 set forth below. In the event the Company terminates Employee’s employment relationship for Cause, or Employee voluntarily resigns, then Employee shall not be entitled to the Separation Benefits but nevertheless represents that the opportunities and mutual promises set forth herein serve as binding and valid consideration for the terms of this Agreement. For purposes of this Agreement, “Cause” shall mean: (i) Employee’s willful and continued failure (except where due to a physical or mental incapacity) to perform her material duties with respect to the Company or its affiliates, which continues beyond 10 days after a written demand for substantial performance is delivered to the Employee by the Company or its affiliates; (ii) willful misconduct by the Employee involving dishonesty or breach of trust in connection with the Employee’s employment, which results in a demonstrable injury (which is other than de minimis) to the Company or its affiliates; (iii) conviction for any felony or misdemeanor involving moral turpitude; or (iv) any material breach of any restrictive covenant entered into with the Company or its affiliates.
Effective as of the Separation Date, Employee shall no longer remain employed by the Company and shall refrain from any further representations that Employee is an employee or agent of the Company. Whether or not Employee enters into this Agreement, the Company will pay Employee for all final wages through the Separation Date in accordance with applicable law. Employee’s equity vesting and health insurance benefits shall cease on the last day of the month of the Separation Date, subject to Employee’s right to continue Employee’s health insurance under COBRA, as described more fully below. Employee’s participation in all benefits and incidents of employment, and the accrual of bonuses, incentive payments, vacation, and paid time off, shall cease as of the Separation Date.
Separation Benefits. Subject to Employee (i) timely entering into and remaining compliant with the terms of this Agreement, (ii) not being terminated for Cause, and (iii) timely entering into and not revoking the Supplemental Release attached as Exhibit A hereto, the Company agrees to provide Employee the following (the “Separation Benefits”), with the understanding that if Employee is terminated for Cause, then Employee shall forfeit any right to enter into the Supplemental Release and to receive the Separation Benefits:
Salary Continuation. Subject to the offset provisions set forth below, while no longer an employee, you will continue to receive your current bi-weekly salary payments, less all applicable withholdings and standard deductions, for up to fifty-two (52) weeks following the Supplemental Release Effective Date (the “Salary Continuation Period”). The salary payments received throughout the Salary Continuation Period will be included on an applicable W-2 Form issued by the Company; and
COBRA Subsidy. If you participate in the Company’s group health insurance and timely and properly elect to receive continued coverage for you and any eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall continue to pay for the employer portion of your premiums effective the date of COBRA coverage and through the end of the month in which the Salary Continuation Period is completed, or 12 weeks, whichever is greater – i.e., through May 2026 (“COBRA Payment Period”). You shall continue to be responsible for the employee portion of your premiums during the COBRA Payment Period, and for the entire premium for any COBRA coverage you elect to receive after the termination of COBRA Payment Period.

Notwithstanding the foregoing, in the event you obtain subsequent employment at any point during the Salary Continuation Period, you shall immediately notify the Company in writing of: (i) the name, address, and telephone number of your new employer, (ii) your job title, (iii) your start date, (iv) your salary rate (or, alternatively, a statement that your new salary rate is the same or higher than your last salary rate at the Company as of the Separation Date); and (v) whether you are eligible to enroll in your new employer’s health insurance plan and, if so, the effective date of such eligibility. Upon the commencement of such subsequent employment, your bi-weekly salary continuation payments referenced in Section 2(a) above shall be reduced by the amount of your bi-weekly salary earnings in your new employment. In the event you obtain a subsequent position with the same or higher base salary rate than your salary rate at the Company as of the Separation Date, you shall immediately cease receiving the salary continuation payments listed in Section 2(a) above. The salary continuation payments referenced in Section 2(a) above shall also be subject to reduction for any payments received under any other Company benefit plan (e.g., long-term disability) during the course of the Salary Continuation Period. In the event you are eligible to enroll in your new employer’s health insurance plan, you shall no longer receive the COBRA benefits referenced in Section 2(b) above, effective the first month of eligibility in your new employer’s health insurance plan. For the avoidance of doubt, any service on the boards of directors or as a part-time independent contractor to other entities following the Separation Date (whether compensated or not), will not constitute employment pursuant to this paragraph.

No Consideration Absent Execution of this Agreement. You understand and agree that the payments specified in Section 2 above would neither be paid nor provided but for the execution (and non-revocation) of this Agreement and the Supplemental Release referenced in Section 6(d) below and the complete fulfillment of the promises contained herein. You understand and agree that such payments are in lieu of any other consideration, if any, you may otherwise be entitled to as of the Separation Date under any agreement or arrangement with the Company or any Company policy.
No Other Compensation or Benefits. You affirm that, with the exception of any Accrued Obligations (as defined herein), you have been paid in full for all hours worked as of the date of your execution of this Agreement and have been paid or have received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled. You therefore agree that, other than with respect to any Accrued Obligations, you have no entitlement to any compensation, bonus, severance pay, vacation pay or other benefits, damages, attorneys’ fees or costs from the Company, except as specifically provided in this Agreement, and that you will not bring any action contrary to this understanding. The term
“Accrued Obligations” shall mean (i) any salary earned by you and not yet paid, for the period through the Separation Date, including the 2024 Annual Performance Bonus payment, (ii) the reimbursement of any reimbursable business expenses incurred prior to the Separation Date, (iii) any rights to indemnification, exculpation and advancement of expenses as provided by, and in accordance with the terms of, the Company’s governing documents or other applicable policies and to coverage under any applicable D&O insurance policy, in each case to the same extent accorded to any other officer or director of the Company, and (iv) any vested benefits to which you may be entitled following the termination of your employment under the terms of the Company’s benefit plans or programs.
No Additional Claims. You affirm that you have neither filed, nor caused to be filed, and presently are not a party to, any claim, complaint, or action against the Company in any forum. You further affirm that you have not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers or employees, including any allegations of corporate fraud. You furthermore affirm that you have no known workplace injuries or occupational diseases for which a claim could be made, or benefits or other relief could be obtained and/or have not been improperly denied any leave requested under the Family and Medical Leave Act.
General Release of Claims.
You, on behalf of yourself and your present and/or former heirs, beneficiaries, executors, creditors, dependents, spouse(s), administrators, attorneys, representatives and agents, successors, and assigns, knowingly and voluntarily release and forever discharge, indemnify and hold harmless the Company and all of its present or former parent corporations, affiliates, subsidiaries, divisions, successors and assigns, including but not limited to WW North America Holdings, LLC. and ww.com, and all of their respective current and former owners, shareholders, insurers, attorneys, benefit plans, plan administrators, employees, officers, directors, representatives and agents thereof (collectively, the “Releasees”), jointly and individually, of and from any and all claims, known and unknown, you have or may have against any or all of the Releasees from the beginning of time through the date of your execution of this Agreement to the fullest extent permitted by law, including, but not limited to, any claims: (a) arising out of, or in any way related to, your employment with the Company, or the termination thereof; (b) arising out of, or in any way related to, any federal, state, or local law or regulation prohibiting discrimination, harassment, and/or retaliation on the basis of age, race, color, religion, disability, sex, national origin, citizenship or any other protected class, or engaging in any protected activity relating to such laws, including but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act, the Family Medical Leave Act, the Workers Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor Code, the California Constitution, the California Family Rights Act, the California Consumer Privacy Act, New York State Human Rights Law, New York Labor Law, New York State Worker Adjustment and Retraining Notification Act, New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, New York City Human Rights Law, New York City Paid Safe and Sick Leave Law, including any amendments and their respective implementing regulations; (c) arising out of, or in any way related to, any other federal, state or local law or regulation dealing with employment or benefits, or concerning any other matter whatsoever; (d) based in contract, tort or public policy; (e) for attorneys’ fees or litigation expenses; and (f) arising out of, or in any way related to, any transactions, occurrences, acts, statements, disclosures, or omissions occurring prior to the date you executed this Agreement. The identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner.
California Waiver of California Civil Code § 1542. If you worked or reside in California, to effect a full and complete release as described above, you expressly waive and relinquish all rights and benefits of §1542 of the Civil Code of the State of California, and do so understanding and acknowledging the significance and consequence of specifically waiving §1542, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Thus, notwithstanding the provisions of section 1542, and to implement a full and complete release and discharge of the Releasees, you expressly acknowledge this Agreement is intended to include in its effect, without limitation, all claims you do not know or suspect to exist in your favor at the time of signing this Agreement, and that this Agreement contemplates the extinguishment of any such claims. You warrant that you have read this Agreement, including this waiver of California Civil Code section 1542, and that you have consulted with or had the opportunity to consult with counsel of your choosing about whether to sign this Agreement and specifically about the waiver of section 1542, and that you understand this Agreement and the section 1542 waiver, and so you freely and knowingly enter into this Agreement. You further acknowledge that you later may discover facts different from or in addition to those you now know or believe to be true regarding the matters released or described in this Agreement, and even so you agree that the releases and agreements contained in this Agreement shall remain effective in all respects notwithstanding any later discovery of any different or additional facts. You expressly assume any and all risk of any mistake in connection with the true facts involved in the matters, disputes, or controversies released or described in this Agreement or with regard to any facts now unknown to you relating thereto.

Notwithstanding the generality of the foregoing or anything to the contrary set forth in this Section 6, nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting (i) any claim you may have under COBRA; (ii) any claim to Accrued Obligations; (iii) any claim that may arise based upon the acts or omissions of any Releasee after the date on which you sign this Agreement; (v) any claim you may have under this Agreement; (vi) your rights following the date hereof with respect to any vested equity interests you hold in the Company or any of its past or present affiliates; or (vii) any claim that is not otherwise waivable pursuant to applicable law. This general release and waiver of claims also excludes, and you do not waive, release, or discharge the right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by or before, or provide information to the Securities and Exchange Commission (SEC), the National Labor Relations Board (NLRB), the Equal Employment Opportunity Commission (EEOC), the Occupational Safety and Health Administration (OSHA), or any other federal, state, or local governmental regulatory or law enforcement agency, and the right to seek or receive a monetary award from a government-administered whistleblower program.
Supplemental Release. As a condition to the validity and enforceability of this Agreement, and to your entitlement to the Separation Benefits identified in Section 2 above, you agree to execute a Supplemental Release, attached hereto as Attachment A, on or after the Separation Date.
Notice of Participation in Third Party Actions. If you are required by subpoena, court order, or other legal process to provide testimony or documents in any lawsuit, arbitration, administrative proceeding, or governmental investigation or audit brought against any of the Releasees, you will give immediate notice to the Company, by e-mail to Maria Biaggi, Senior Employment & Litigation Counsel, WW International, Inc., at [ ]@ww.com as soon as possible and in no event less than five (5) business days prior to the date of your required compliance with any such subpoena or other legal process in order to allow the Company an opportunity to make a motion to quash or to otherwise oppose such process.
Non-Disparagement. You agree that you shall not make, issue, or authorize any defamatory, disparaging, critical or otherwise negative statements, remarks, or comments regarding any of the Releasees, whether orally or in writing, to any individual, entity or party whatsoever, or post any such statements, remarks or comments on any online forum or website. The Company will direct each of its officers to refrain from making, issuing, or authorizing any disparaging, critical or otherwise negative statements regarding you. Nothing in this Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.
Proprietary Rights.
Work Product. You acknowledge and agree that, subject to Section 9(c), all writings, works of authorship, technology, inventions, discoveries, ideas, and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by you individually or jointly with others during the period of your employment by the Company and relating in any way to the business or contemplated business, research, or development of the Company and all printed, physical, and electronic copies, all improvements, rights, and claims related to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents, and other intellectual property rights arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions, and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.
Work Made for Hire; Assignment. You acknowledge that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, subject to Section 9(c), you hereby irrevocably assign to the Company, for no additional consideration, your entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.
California Statutory Limitation on Assignment. You understand and acknowledge that Work Product does not include, and any provision in this Agreement requiring you to assign (or otherwise providing for ownership by the Company of) rights to an invention does not apply to, any invention that qualifies fully under the provisions of California Labor Code Section 2870, including any idea or invention that is developed entirely on your own time without using the Company’s equipment, supplies, facilities or trade secret information, and that does not either (i) relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of the Company or (ii) result from any work performed by you for the Company.
Further Assurances; Power of Attorney. You agree to reasonably cooperate with the Company as reasonably necessary to (i) apply for, obtain, perfect, and transfer to the Company the Work Product and Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (ii) maintain, protect, and enforce the same, including, without limitation, executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company.

You hereby irrevocably grant the Company power of attorney to execute and deliver any such documents on your behalf in your name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if you do not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be impacted by your subsequent incapacity.

Any Work Product which you may disclose to anyone within six (6) months after the termination of your employment, or for which the Company or its subsidiaries may file an application for copyright, patent, trademark or other statutory or common law protection within twelve (12) months after the termination of said employment, shall be presumed to have been made, conceived, first reduced to practice or learned during the term of your employment and fully subject to the terms and conditions set forth herein; provided that if you in fact conceived any such Work Product subsequent to the termination of the employment and such Work Product is not based upon or derived from Confidential Information of the Company or its subsidiaries or does not relate to the scope of work performed by you pursuant to your employment duties with the Company or its subsidiaries, then such Work Product shall belong to you and shall be your sole property. You assume the responsibility of establishing by competent legal evidence that such Work Product is not based on such Confidential Information and that you conceived any such Work Product after the termination of your employment.

Moral Rights. To the extent any copyrights are assigned under this Agreement, you hereby irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” with respect to all Work Product and all Intellectual Property Rights therein.
No License. You understand that this Agreement does not, and shall not be construed to, grant you any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools made available to you by the Company.
Confidentiality.
Confidentiality of Agreement. You agree and promise that you have not disclosed, and will not disclose, either directly or indirectly, in any manner whatsoever, except to members of your immediate family, attorney, creditor(s), financial advisor or accountant, any information regarding the existence or terms of this Agreement, to any person or entity whatsoever including, but not limited to, members of the press or media, present and former officers, employees and agents of the Company or any previous, future or prospective employer, and other members of the public, except as may be required by law.
Acknowledgement. You understand and acknowledge that by virtue of your employment with the Company, you had access to and knowledge of Confidential Information, was in a position of trust and confidence with the Company and benefitted from the Company’s goodwill. You understand and acknowledge that the Company invested significant time and expense in developing the Confidential information and goodwill. You further understand and acknowledge that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company and that the Company would be irreparably harmed if you violated the provisions herein.
Confidential Information. You agree not to use, disclose to others, or permit anyone access to any of Company’s trade secrets or confidential or proprietary information (collectively, “Confidential Information”), subject to the provisions provided below. For purposes of this Agreement, Confidential Information means information that is not generally known to the public and that is used, developed or obtained by the Company or its subsidiaries in connection with its business, including but not limited to: (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and programs listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devises, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. You understand that this list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information shall not include information that is generally available to and known by the public, provided that such disclosure to the public is through no direct or direct fault of you or persons acting your behalf.
Disclosure and Use Restrictions. You agree and covenant: (A) to treat all Confidential Information as strictly confidential; (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company, except as otherwise permitted by this Agreement; and (C) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the
Company, except as otherwise permitted by this Agreement, by applicable law, or with the prior written consent of an authorized officer acting on behalf of the Company and then, such disclosure shall be made only within the limits and to the extent of such law, or consent.
Permitted Disclosures. Nothing in this Agreement shall prohibit or impede you from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. You need not obtain the prior authorization of, or to give notice to, the Company regarding any such communication or disclosure. Moreover, nothing in this Agreement prohibits or prevents you from discussing or disclosing information about, or the underlying facts and circumstances of any claim of, unlawful acts in the workplace or criminal conduct, including discrimination, harassment, retaliation, sexual assault or abuse or any other conduct that you have reason to believe is unlawful including, but not limited to, factual information related to any claims for sexual assault or under California’s Fair Employment and Housing Act (if applicable), or from testifying in an administrative, legislative or judicial proceeding concerning alleged criminal conduct or alleged unlawful employment practices when you have been required or requested to attend the proceeding pursuant to a court order, subpoena or written request from a Governmental Entity.
DTSA Notice. You understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. You understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
Notwithstanding the foregoing, under no circumstance will you be authorized to disclose any information covered by the Company’s attorney-client privilege or the Company’s attorney work product: (i) without the prior written consent of the Company’s Chief Legal & Administrative Officer or other officer designated by the Company, or (ii) unless such disclosure of that information would otherwise be permitted pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise under applicable law or court order.
Return of Company Property and Confidential Information. You affirm that, as of your date of execution of this Agreement, you have returned, and/or will return by the Separation Date, all Company property, documents, and/or any Confidential Information in your possession or control.
Remedies. In addition to receiving any other remedies provided by law or in equity, if the Company prevails in any action against you for your alleged violation of the terms of Sections 8, 9 and/or 10, you shall be required to pay the Company liquidated damages in the amount of $150,000. Under such circumstances, it is agreed and understood that this Agreement, including but not limited to the release provision set forth in Section 6 above and in the Supplemental Release, shall remain in full force and effect.
Neutral Reference. The Company agrees that, in response to any employment and reference inquiries by a third party regarding your employment with the Company, it shall provide only: (i) the dates that you were employed with the Company; and (ii) the position(s) you held with the Company; and (iii) with your written authorization, your salary history with the Company.
Non-Admission of Wrongdoing. Neither this Agreement nor the Supplemental Release, nor anything contained in it, shall constitute, or shall be used as, an admission by the Company of any liability or wrongdoing whatsoever, including but not limited to, any violation of any federal, state, local, or common laws, ordinances, or regulations. Neither this Agreement nor the Supplemental Release, nor anything contained in it, shall be introduced in any proceeding except to enforce the terms of this Agreement or the Supplemental Release or to defend against any claim relating to the subject matter of the releases contained herein. Such introduction under these exceptions shall be pursuant to an appropriate order protecting its confidentiality.
Arbitration of Disputes or Claims. To the extent that any dispute arises out of or relating to this Agreement and to the extent that any party to this Agreement wishes to pursue any claims relating to your employment, your separation, or any claimed breach of this Agreement, you and the Company hereby agree to resolve any such disputes or claims exclusively through binding arbitration before JAMS in New York City to the fullest extent permitted by applicable law. The parties further agree that any claims or issues between the parties to this Agreement will be arbitrated on an individual basis and not as part of any group, class, or collective arbitration action. The parties further agree that any issue or dispute pertaining to the threshold question of whether a dispute, claim, or issue is subject to arbitration, that is, whether there is an agreement by the parties to arbitrate or not, will be decided by a state or federal court in New York City and not by an arbitrator. In any such dispute, this Agreement shall be governed and conformed in accordance with the laws of the State of New York without regard to its conflict or choice of law provisions. Notwithstanding the foregoing, nothing in this arbitration provision shall be construed to limit or otherwise prohibit any current or former employee from filing any charge or complaint or participating in any investigation or proceeding conducted by an administrative agency, including, but not limited to, the EEOC, DOL, or NLRB.
Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the Separation Benefits provided to you or made on your behalf under the terms of this Agreement. You agree and understand that you are responsible for payment, if any, of local, state, and/or federal taxes on the Separation Benefits provided hereunder by the Company and any penalties or assessments thereon. You further agree to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) your failure to pay or the Company’s failure to withhold, or your delayed payment of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.
Amendment. This Agreement may not be modified, altered or changed except by a written document signed by you and a duly authorized officer of the Company.
Execution and Revocation. Pursuant to the Older Workers Benefit Protection Act, you shall have at least twenty-one (21) calendar days to review and to consider executing this Agreement, including, but not limited to, its general release. If you execute the Agreement, you may revoke this Agreement at any time during the seven (7) calendar days following the day you execute this Agreement. Any revocation within this period must be submitted, in writing, to Maria Biaggi, Senior Employment & Litigation Counsel, WW International, Inc., and state, “I hereby revoke my acceptance of our Transition Agreement and General
Release.” The revocation must be personally delivered or e-mailed ([ ]@ww.com) to Maria Biaggi, Senior Employment & Litigation Counsel, WW International, Inc., 675 Avenue of the Americas, 3rd Floor, New York, New York 10010, such that it is received within seven (7) calendar days of your execution of this Agreement. This Agreement shall not become effective or enforceable until this revocation period has expired, and the Agreement has not been revoked by you during this time. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in New York State, the revocation period shall not expire until the end of the following business day which is not a Saturday, Sunday, or legal holiday. You are hereby advised to consult with an attorney of your choice prior to entering into this Agreement.
Entire Agreement. This Agreement and the Supplemental Release constitutes and contains the entire agreement between the parties and supersedes and replaces all prior negotiations and all agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. You have not relied on any representations, promises, or agreements of any kind in connection with your decision to accept this Agreement, except for those set forth in this Agreement. This is an integrated document.
Severability. With the exception of Section 6 above and the Supplemental Release contained in Attachment A, if any provision of this Agreement or the application thereof is held invalid, such invalidation shall not affect the other provisions or applications of this Agreement, and to this end the provisions of this Agreement are declared to be severable. In the event Section 6 or the Supplemental Release is held unenforceable by a court of competent jurisdiction, the Company’s obligations under Section 2 shall be null and void, and you shall be liable for the return and/or reimbursement of the payments listed therein.
Counterparts. This Agreement may be executed in counterparts, including via facsimile and the electronic exchange of .pdf copies, each of which shall be deemed an original and each of which shall together constitute a single agreement.
Acknowledgments. You acknowledge that you: (a) have carefully read this Agreement; (b) have been advised to, and have had an opportunity to, review this Agreement with an attorney of your choice; (c) understand all of the terms of this Agreement; (d) have not relied upon any representation or statement, written or oral, not set forth in this Agreement; and (e) have knowingly and voluntarily executed this Agreement.

/s/ Donna Boyer	4/4/2025
Donna Boyer	Date
/s/ Jacqueline Cooke	4/4/2025
Jacqueline Cooke	Date
Chief Legal & Administrative Officer<br><br>WW International, Inc.

ATTACHMENT A

SUPPLEMENTAL RELEASE

In connection with the Transition Agreement and General Release (“Agreement”) you previously executed with WW International Inc. (“Company”), Donna Boyer (“Employee”) hereby acknowledge and agree as follows in this supplemental release (“Supplemental Release”):

General Release.
You, on behalf of yourself and your present and/or former heirs, beneficiaries, executors, creditors, dependents, spouse(s), administrators, attorneys, representatives and agents, successors, and assigns, knowingly and voluntarily release and forever discharge, indemnify and hold harmless the Company and all of its present or former parent corporations, affiliates, subsidiaries, divisions, successors and assigns, including but not limited to WW North America Holdings, LLC. and ww.com, and all of their respective current and former owners, shareholders, insurers, attorneys, benefit plans, plan administrators, employees, officers, directors, representatives and agents thereof (collectively, the “Releasees”), jointly and individually, of and from any and all claims, known and unknown, you have or may have against any or all of the Releasees from the beginning of time through the date of your execution of this Agreement to the fullest extent permitted by law, including, but not limited to, any claims: (a) arising out of, or in any way related to, your employment with the Company, or the termination thereof; (b) arising out of, or in any way related to, any federal, state, or local law or regulation prohibiting discrimination, harassment, and/or retaliation on the basis of age, race, color, religion, disability, sex, national origin, citizenship or any other protected class, or engaging in any protected activity relating to such laws, including but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990, the Americans With Disabilities Act, the Family Medical Leave Act, the Workers Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, the Fair Credit Reporting Act, the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor Code, the California Constitution, the California Family Rights Act, the California Consumer Privacy Act, New York State Human Rights Law, New York Labor Law, New York State Worker Adjustment and Retraining Notification Act, New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, New York City Human Rights Law, New York City Paid Safe and Sick Leave Law, including any amendments and their respective implementing regulations; (c) arising out of, or in any way related to, any other federal, state or local law or regulation dealing with employment or benefits, or concerning any other matter whatsoever; (d) based in contract, tort or public policy; (e) for attorneys’ fees or litigation expenses; and (f) arising out of, or in any way related to, any transactions, occurrences, acts, statements, disclosures, or omissions occurring prior to the date you executed this Agreement. The identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner. For the avoidance of doubt, the release set forth herein is subject to the exceptions set forth in Section 6(c) of the Agreement.
California Waiver of California Civil Code § 1542. If you worked or reside in California, to effect a full and complete release as described above, you expressly waive and relinquish all rights and benefits of §1542 of the Civil Code of the State of California, and do so understanding and acknowledging the significance and consequence of specifically waiving §1542, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Reaffirmation of Agreement. You acknowledge and agree that you continue to be bound by all of the provisions set forth in the Agreement, and that (subject to the revocation period set forth below) the Agreement hereby is, and shall continue to be, in full force and effect. You further acknowledge and agree that you are executing this Supplemental Release in consideration of, and in order to be entitled to, the Separation Benefits as set forth in Section 2 of the Agreement. In this regard, you acknowledge and agree that your entitlement to these benefits is expressly conditioned on your execution of this Supplemental Release on or after your Separation Date (as defined in the Agreement).
Execution and Revocation. Pursuant to the Older Workers Benefit Protection Act, you shall have at least twenty-one (21) calendar days to review and to consider executing this Supplemental Release. If you execute this Supplemental Release, you may revoke it at any time during the seven (7) calendar days following the day you sign it. Any revocation within this period will not only revoke the Supplemental Release but the entire Agreement as well. Any revocation within this period must be submitted, in writing, and state, “I hereby revoke my acceptance of our Transition Agreement and General Release, and my Supplemental Release.” The revocation must be e-mailed to Maria Biaggi, Senior Employment & Litigation Counsel, WW International, Inc. at [ ]@ww.com, such that it is received within seven (7) calendar days of your execution of this Supplemental Release. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in New York State, the revocation period shall not expire until the end of the following business day which is not a Saturday, Sunday, or legal holiday. You are hereby advised to consult with an attorney of your choice prior to executing this Supplemental Release.
Execution Date. You acknowledge and agree that you are executing this Supplemental Release on or after your Separation Date, as defined in the Agreement. You acknowledge and agree that the Agreement shall not be effective, and you shall not be entitled to the Separation Benefits set forth in the Agreement, unless you execute this Supplemental Release on or after the Separation Date.
Acknowledgments. You acknowledge that you: (a) have carefully read this Supplemental Release; (b) have been advised to, and have had an opportunity to, review this Supplemental Release with an attorney of your choice; (c) understand all of the terms of this Supplemental Release; (d) have not relied upon any representation or statement, written or oral, not set forth in this Supplemental Release; and (e) have knowingly and voluntarily executed this Supplemental Release.

“NOT TO BE SIGNED UNTIL ON/AFTER THE SEPARATION DATE*

Donna Boyer	Date

EX-10.5

WW International, Inc.

675 Avenue of the Americas, 6th Floor

New York, NY 10010

EXHIBIT 10.5

Via e-mail

Felicia DellaFortuna

[ ]

Dear Felicia,

I am pleased to confirm our offer of employment to you for the position of Chief Financial Officer, reporting to the Chief Executive Officer of WW International, Inc. (the “Company”).

The details of your initial compensation and benefits are set forth below:

Title. Chief Financial Officer
Hire Date. January 1, 2025
Work Location. California USA (Remote Employee)
Base Salary. You will receive an annualized base salary of $500,000 gross, less all lawful withholdings and deductions, to be paid bi-weekly, every other Thursday. This shall be an exempt position, and you will therefore not be eligible for overtime.
Sign-On Bonus. You will receive a one-time sign-on bonus of $175,000 (less lawful deductions), payable in the first pay period following 30 days of employment. If you voluntarily resign without Good Reason or are terminated for Cause within a year of your Hire Date, you will be responsible to repay to the Company a prorated amount of the sign-on bonus, less lawful deductions on such prorated amount. For purposes of this offer letter, “Cause” shall be the definition used in the Company’s formal stock-based incentive compensation plan documents. For purposes of this offer letter, “Good Reason” means the occurrence of any of the following without your consent: (i) material diminution in your responsibilities, authorities, or duties; or (ii) reduction in your base salary or bonus target percentage, provided however “Good Reason” will not exist unless you have first provided written notice to the Company of the occurrence of one or both of the conditions under clauses (i) and (ii), above, within 30 days of the condition’s occurrence, and such condition(s) is (are) not fully remedied within 30 days after the Company’s receipt of written notice from you.
Performance Bonus. Commencing in 2025, you will be eligible to earn an annual bonus in accordance with the terms and conditions of the Company’s bonus plan, which will be paid by the end of April of the following calendar year. Under the current plan, the bonus target for this position will be 50% of your Base Salary (100% of which shall be based on the Company’s overall performance), which can be over- or underachieved depending on performance, with performance targets to be established by the end of
March 2025. In order to be eligible to earn any bonus, you must be an active employee on the date of payment.

Further, you and the Company agree to negotiate in good faith the creation of an additional 2025 cash bonus plan applicable only to the CFO (the “Supplemental Plan”) and payable upon the achievement of certain to be agreed upon performance conditions. The parties will use their reasonable best efforts to finalize the Supplemental Plan within 90 days of the Hire Date. The Supplemental Plan bonus will be paid by the end of April 2026.

Annual Equity Program. Commencing in 2025, you will be eligible to participate in the Company’s annual stock-based Long Term Incentive (LTI) compensation plan, in accordance with the terms and conditions of such program, as amended from time to time. Your position will have an annual target grant amount of 100% of your Base Salary, with the first grant being in May 2025, and your first vesting date for RSUs granted thereunder being the first anniversary of your Hire Date. All annual equity awards are subject to your continued employment with the Company, and shall be governed by the Company’s stock-based LTI incentive compensation plan documents and relative agreements, as well as any additional terms and conditions as determined by the Company’s Compensation Committee at its sole discretion. The Company’s stock-based LTI compensation plan may be modified or terminated at any time.
Continuity Agreement. Subject to the approval of the Company’s Board of Directors, you will be eligible to enter into a continuity agreement (the “Continuity Agreement”) with the Company, which shall remain in effect for as long as you remain in the role of Chief Financial Officer. For the avoidance of doubt, in no event shall your Continuity Agreement be deemed a benefit plan. You hereby agree that any consideration payable to you, or obligation to provide benefits to you, pursuant to the Continuity Agreement shall be offset in full by any amounts payable or benefits provided to you pursuant to either: (a) this offer letter (including but not limited to the severance benefits described in Section 8, below) ; (b) any other agreement between you and the Company providing for the same or similar type of benefits set forth in the Continuity Agreement; (c) any plan, program or arrangement of the Company providing the same or similar type of benefits set forth in the Continuity Agreement; or (d) any statute, regulation or local law in any applicable jurisdiction (collectively, the “Other Arrangements”). Any payment or benefit paid or provided to you pursuant to any Other Arrangement shall offset, and be counted against, any payment or benefit to be provided under the Continuity Agreement. Any payments or benefits paid under the Continuity Agreement shall supersede and negate any obligations under any Other Arrangement, which will be deemed to have been satisfied in full by the payments and/or benefits provided under the Continuity Agreement.
Severance. Subject to the terms and conditions set forth below, in the event the Company terminates your employment for reasons other than for Cause or you resign for Good Reason, and provided you execute a general release of all potential claims in a
form acceptable to the Company, the Company shall: (a) continue to pay you twelve (12) months of your base salary at the time of your termination via salary continuation, (b) an amount equal to your target annual performance bonus at the time of your termination payable in equal installments over the period of your salary continuation: ; (c) pay for the employer contribution portion of your continued health coverage under the Company-sponsored health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for twelve (12) months following your date of termination (“COBRA Coverage”), provided you elect to receive such coverage and comply with all of your obligations in connection with same; and (d) if applicable, pay you any unpaid annual bonus from the previous calendar bonus year. For purposes of this offer letter, “Cause” shall be the definition used in the Company’s formal stock-based incentive compensation plan documents.
Legal Fees. The Company will pay or reimburse you for the reasonable cost of attorney’s fees incurred in connection with the negotiation of this letter agreement, such fees not to exceed $10,000 in the aggregate, within 30 days of receipt of documentation reasonably satisfactory to the Company of the incurrence of such attorney’s fees (with recognition that such documentation will include attorney time, but not the details of services).
Paid Time Off Policy. You will be entitled to a minimum of 25 days of vacation and company holidays (subject to local practices).
Health Care, Dental and Vision Plan. Coverage is available under the current plan in accordance with the terms of the official plan documents. Coverage is effective from your Hire Date should you elect coverage.
WW 401(k) Savings Plan. You will be eligible to participate in the WW Savings Plan in accordance with the terms of the official plan documents.
Life Insurance. You will be eligible for life insurance in accordance with the Company’s policies and official plan documents. Currently, you will be eligible for life insurance at two times your annual salary, up to a maximum of $1,000,000, plus optional coverage available at your expense.
Wellbeing Allowance. You will be reimbursed up to $1,000.00 towards approved wellbeing expenses. You will be eligible for this allowance three months after your Hire Date, and on an annual basis thereafter.
Confidentiality, Assignment of Work Product, and Nonsolicitation Agreement. You will be required to sign the Company’s standard Confidentiality, Assignment of Work Product, and Nonsolicitation Agreement (“Confidentiality Agreement”), which will be provided under separate cover, as a condition of this employment offer and the effectiveness of this offer letter.
Arbitration Agreement. You will be required to sign the Company’s standard Arbitration Agreement, which will be provided under separate cover, as a condition of this employment offer and the effectiveness of this offer letter, subject to any modifications mutually agreed upon by the parties.
“At-Will” Employment. You understand and agree that your employment with the Company shall be “at-will” at all times. This means that either you or the Company may terminate your employment relationship at any time for any reason, with or without notice, provided that you and we agree to provide thirty days notice of termination of employment other than termination for Cause or resignation for Good Reason. Nothing stated in this offer letter, or in the other agreements referenced above, shall be construed to guarantee your employment with the Company for any specific period of time.
Governing Law. This offer letter shall be governed by, and conformed in accordance with, the laws of the State of California without regard to its conflict or choice of law provisions.
Entire Agreement. This offer letter, along with the above-referenced Confidentiality Agreement, Arbitration Agreement, and Continuity Agreement which are hereby incorporated by reference, shall supersede all prior agreements between you and the Company. To the extent the terms of this offer letter differ in any way from any such prior agreement, the terms of this offer letter shall control. By signing this offer letter, you agree that you are not relying upon any promises, representations, negotiations, or discussions except as specifically set forth in this offer letter.

To indicate your acceptance of this offer letter, please sign and date in the spaces indicated.

Congratulations and welcome to the WW team!

Sincerely,

/s/ Tiffany Stevenson
Tiffany Stevenson
Chief Engagement Officer
WW International, Inc.
/s/ Felicia DellaFortuna
---
Felicia DellaFortuna
11/26/2024
Date

EX-10.6

EXHIBIT 10.6

WW INTERNATIONAL, INC.

February 25, 2025

Felicia DellaFortuna

Via Email

Re: Retention Award Agreement

Dear Felicia:

Retention Award. As soon as practicable following the date hereof, the Company will pay you a lump sum cash retention award in the amount of $1,000,000 (your “Retention Award”), less applicable taxes and other withholdings, which also serves as your annual bonus award for 2025, subject to and in consideration of the terms and conditions of this letter agreement, including the exhibits attached hereto (together, this “Agreement”). You hereby acknowledge and agree that, in addition to serving as your annual bonus award for 2025, the Retention Award also satisfies and replaces the Supplemental Plan (as defined in your offer letter from the Company, effective as of January 1, 2025).
Termination; Clawback. If, prior to the earlier of (a) January 31, 2026 and (b) 60 days following the consummation of a Change in Control (such earlier date, the “Retention Date”), you resign without Modified Good Reason prior to a Change in Control, you resign without “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary) after a Change in Control, or the Company terminates your employment for Cause, you agree to promptly repay to the Company, within 15 days of your termination date, the full amount of the Retention Award. For the avoidance of doubt, however, if you are terminated by the Company without Cause, you resign for Modified Good Reason prior to a Change in Control, you resign for “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary) on or after a Change in Control, or your employment terminates due to your death, such clawback shall be waived if you (or your representative, in the event of your death) timely execute, return to the Company and do not revoke a release of claims in favor of the Company in a form provided by the Company and comply with all restrictive covenants to which you are subject in favor of the Company and any of its subsidiaries. If you fail to repay the full amount of the Retention Award when due to the Company pursuant to the immediately preceding sentence, the Company may recover from you any such un-repaid amounts, including by offsetting any other compensation or benefits due to you, subject to applicable law, and you will be obligated to reimburse the Company for all legal expenses and other costs incurred by the Company in its attempts to recover the full amount of the Retention Award.
Waivers; Modified Good Reason. In consideration of the Retention Award, you hereby agree that (a) you waive any right you have under any offer letter or any other agreement with the Company to receive any annual bonus opportunity for 2025 other than the Retention Award, (b) you waive any right that you may have under any offer letter or any other agreement with the Company to receive any equity awards in or in respect of any period in 2025 that occurs prior to a Change in Control, and (c) prior to a Change in

2
Control, “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary) will be replaced with the definition of Modified Good Reason. For the avoidance of doubt, on or following a Change in Control, you shall continue to have any and all rights that you may have to receive any compensation or benefits from the Company upon a resignation for “good reason” or any similar term (as such term or similar term may be defined in any other agreement or arrangement you are a party to or of which you are a beneficiary).
Restrictive Covenants. In consideration of the Retention Award, you hereby agree to be bound by the terms of the Restrictive Covenant Agreement attached hereto as Exhibit B. You recognize and acknowledge that these restrictions and limitations are reasonable and valid in all respects and are essential to protect the value of the business and assets of the Company. Such covenants shall be in addition to, and shall not replace or supersede, any other restrictive covenants you are subject to in favor of the Company.

To accept this Agreement, please sign where indicated below and return your executed Agreement to the Company by March 7, 2025.

Sincerely,
WW INTERNATIONAL, INC.
By:	/s/ Jacqueline Cooke
---	---
Name:	Jacqueline Cooke
Title:	Chief Legal and Regulatory Officer and Secretary

Accepted and agreed as of the date first set forth above:

/s/ Felicia DellaFortuna
By: Felicia DellaFortuna

Exhibit A

Defined Terms

(b) dishonesty in the performance of your duties with the Company; (c) your indictment for, conviction of, or plea of guilty or nolo contendere to, a crime under any applicable national, federal, state or local law (including common law) constituting (i) a felony or (ii) a misdemeanor involving moral turpitude; or

(d) your willful malfeasance or willful misconduct in connection with your duties with the Company or any act or omission which is injurious to the financial condition or business reputation of the Company or its Affiliates.

“Change in Control” means the occurrence of one or more of the following events:

any “Person” or “Group,” in each case within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) becomes the “Beneficial Owner,” within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of members of the Board;
a reorganization, recapitalization, restructuring, merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the entity resulting from such Corporate Transaction (or the parent of such entity) are beneficially owned subsequent to such transaction by the Person or Persons who were the beneficial holders of the outstanding voting securities entitled to vote generally in the election of directors of the company immediately prior to such Corporate Transaction and in substantially the same proportion as before such Corporate Transaction (“WWI Persons”); provided, however, to the extent that any such Person or Persons also beneficially own outstanding voting securities in the other party to the Corporate Transaction (the “Counter Party Securities”) immediately prior to consummation of such Corporate Transaction, the Counter Party Securities shall be excluded from the calculation described herein as owned by WWI Persons; or
the sale, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person or the liquidation or dissolution of the Company.

A-1

A-2

Exhibit B

Restrictive Covenant Agreement

(See attached)

WW International, Inc.

Restrictive Covenant Agreement

WHEREAS, Felicia DellaFortuna (“Employee”) desires to enter into this Restrictive Covenant Agreement (this “Agreement”) in connection with the Retention Award Agreement (the “Retention Agreement”), to which this Agreement is attached, and pursuant to which Employee is receiving certain payments and benefits of value from WW INTERNATIONAL, INC. (the “Company”).

Confidentiality; Return of Property.
Employee will not disclose or use at any time, any Confidential Information (as defined below) of which Employee is or becomes aware, whether or not such information is developed by Employee, except (i) to the extent that such disclosure or use is directly related to and required by Employee’s performance of duties, if any, assigned to Employee by the Company or its subsidiaries the “Company Group”), or (ii) pursuant to the order of any court or administrative agency.
As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company Group in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and programs listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public by a person or entity other than he Employee prior to the date Employee proposes to disclose or use such information.
In the event of Employee’s termination of employment with the Company Group for any reason, Employee shall deliver to the Company (and will not keep in Employee’s possession, recreate or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property developed by Employee pursuant to Employee’s employment or otherwise belonging to the Company Group.
Whistleblower Rights.
Nothing in this Agreement shall prohibit or impede Employee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Employee does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.
Employee hereby confirms that Employee understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to disclose any information covered by the Company’s attorney-client privilege or the Company’s attorney work product (x) without the prior written consent of the Company’s General Counsel or other officer designated by the Company, or (y) unless such disclosure of that information would otherwise be permitted pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise under applicable law or court order.
Assignment of Work Product.
Employee shall disclose promptly in writing and assign immediately, and hereby assigns to the Company, all of Employee’s right, title and interest in and to, any original works of authorship, formulas, processes, programs, benchmarking, solutions, tools, content, databases, techniques, know-how, data, developments, innovations, inventions, improvements, trademarks, patents, copyrights or discoveries, whether or not copyrightable, patentable or otherwise legally protectible, and whether or not they exist in electronic form, print form or other tangible or intangible form of medium (hereinafter referred to collectively as “Work Product”), which Employee makes or conceives, or first reduces to practice or learns, either solely or jointly with others, during Employee’s employment with the Company Group, through Employee’s work with the Company Group, or with any other person or entity pursuant to an assignment by the Company Group. Employee acknowledges the special interest the Company Group holds in its processes, techniques and technologies and agrees that such processes, techniques and technologies shall not be directly or indirectly used or distributed by Employee for the interest of any person or entity besides the Company Group.
All disclosures and assignments made pursuant to this Agreement are made without royalty or any additional consideration to Employee other than the regular compensation paid to Employee by the applicable member of the Company Group.
Employee shall execute, acknowledge and deliver to the Company Group all necessary documents, and shall take such other action as may be necessary to assist the Company Group in obtaining by statute, copyrights, patents, trademarks or other statutory or common law protections for the Work Product covered by this Agreement, vesting title and right in such copyrights, patents, trademarks and other protections in the Company and its designees. Employee hereby agrees that the Work Product constitutes a “work made for hire” in accordance with the definition of that term under the U.S. copyright laws. Employee shall further assist the Company or its subsidiaries in every proper and reasonable way to enforce such copyrights, patents, trademarks and other protections as the Company may desire. Employee’s obligation to deliver documents and assist the Company or its subsidiaries under this Agreement applies both during and subsequent to the term of Employee’s employment.
Any Work Product which Employee may disclose to anyone within six months after the termination of Employee’s employment, or for which the Company or its subsidiaries may file an application for copyright, patent, trademark or other statutory or common law protection within 12 months after the termination of said employment, shall be presumed to have been made, conceived, first reduced to practice or learned during the term of Employee’s employment and fully subject to the terms and conditions set forth herein; provided that if Employee in fact, conceived any such Work Product subsequent to the termination of the employment and such Work Product is not based upon or derived from Confidential Information of the Company or its subsidiaries or does not relate to the scope of work performed by Employee pursuant to
Employee’s employment duties with the Company or its subsidiaries, then such Work Product shall belong to Employee and shall be Employee’s sole property. Employee assumes the responsibility of establishing by competent legal evidence that such Work Product is not based on such Confidential Information and that Employee conceived any such Work Product after the termination of Employee’s employment.
Employee represents that the Work Product does not infringe any copyright, patent or other proprietary right of any person or entity.
Attached to and made as part of this Agreement as Schedule I is a complete list of all Work Product, whether or not copyrighted, which has been made or conceived or first reduced to practice by Employee alone or jointly prior to the date of Employee’s employment with the Company Group. Such Work Product shall be excluded from the operation of this Agreement. If there is no such list on Schedule I, Employee represents that no such Work Product exists at the time of execution of this Agreement.
Covenant Not to Compete; Nonsolicitation.
Employee hereby agrees that for so long as Employee is employed by the Company Group and for a period of one year thereafter (the “Noncompete Period”), Employee shall not, without the Company’s written consent, directly or indirectly, engage in, be employed by, act as a consultant for or have a financial interest (other than an ownership position of less than 1% in any company whose shares are publicly traded or any non-voting, non-convertible debt securities in any company) in any business engaged in the Company Business, or work for or provide services to any Competitor of the Company Group, within the United States or within any foreign country in which the Company Group (i) has an office, (ii) is or has engaged in Company Business or (iii) proposes to engage in Company Business, as of the date of the termination of Employee’s employment with the Company Group.
For the purposes of this Section 4, the term “Company Business” shall mean any business related to either: (i) weight loss or weight management programs, services and other similar activities, including, but not limited to, the business of creating, developing, marketing, maintaining or managing an electronic, digital, internet, web-based or other similar digital or electronic media business related to weight loss or weight management programs, services and/or other similar activities (either free or on a subscription basis); or (ii) behavioral change management toward healthy eating.
For purposes of this Section 4, the term “Competitor” means any natural person, corporation, limited liability company, firm, organization, trust, partnership, association, joint venture, government agency or other entity (including, but not limited to, the websites and other electronic or digital media of such entities) that engages, or proposes to engage, in Company Business, including, but not limited to, (i) entities that are directly engaged in Company Business; and (ii) entities that have a primary focus in broader topic areas (including, but not limited to, health, wellness, exercise and fitness), but that nevertheless engage in Company Business (provided, however, only the part of such entities that are engaged in or oversee Company Business shall be deemed a “Competitor” for purposes of this Section 4).
Employee hereby agrees that for so long as Employee is employed by the Company Group and for a period of one year thereafter (the “Nonsolicitation Period”), Employee shall not, directly or indirectly, solicit or offer employment to any person who has been employed by the Company Group at any time during the 12 months immediately preceding such solicitation.
If Employee is primarily a resident of, or primarily provides services in, the State of California on (i) the date hereof or (ii) the date of termination of Employee’s employment, (x) Sections 4(a), 4(b) and 4(c) shall not apply after the date of termination, and (y) during the portion of the Nonsolicitation Period which follows the date of termination, Section 4(d) shall be amended to delete the words “or offer employment to”.
Nondisparagement.

Cooperation.

Miscellaneous.
Notwithstanding any other provisions of this Agreement, if at any time a court holds that the restrictions stated in Section 4 are unreasonable or otherwise unenforceable under circumstances then existing, Employee and the Company agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area.
Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the covenants herein would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Employee agrees that, in the case of a breach or threatened breach of any of the covenants herein, the Company may seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
This Agreement may not be modified, altered, changed or terminated except upon the express prior written consent of the Company and Employee or their authorized agents. A subsequent non- competition, confidentiality or non-disclosure agreement entered into by Employee for the benefit of any member of the Company Group will not modify, alter, change or terminate this Agreement unless it expressly refers to this Agreement.
Employee is hereby advised to consult with an attorney before entering into this Agreement. Employee acknowledges and agrees that (i) no promise or inducement for this Agreement has been made except as set forth herein, (ii) this Agreement is executed by Employee without reliance upon any statement or representation by the Company except as set forth herein, and (iii) Employee is legally competent to execute this Agreement and to accept full responsibility therefor. If Employee is primarily a resident of, or primarily provides services in, Illinois on (x) the date hereof or (y) the date of termination of Employee’s employment,
Employee agrees that before being required to sign this Agreement, the Company provided Employee with 14 calendar days to review it.
Except as otherwise provided in this Agreement, the Company and Employee agree that any dispute arising under or relating in any way to this Agreement will be submitted to arbitration in New York, New York, in front of a single arbitrator, in accordance with the rules of the American Arbitration Association (“AAA”), as the exclusive remedy for such dispute. Each party shall submit three names of proposed arbitrators to the other side, including at least two names from a list of approved AAA arbitrators. If the parties cannot mutually agree on an arbitrator from such lists, each party shall strike two names from the other party’s list and the arbitrator shall then be chosen at random by the AAA from the two remaining names. The Company and Employee agree that such arbitration will be confidential and no details, descriptions, settlements or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other party, unless required by law or in connection with enforcement of any decision in such arbitration. Each party shall be responsible for its own attorneys’ fees and costs associated with such arbitration, except that the cost of the arbitration (such as the Arbitrator’s fee) shall be shared equally between the Company and Employee. Furthermore, each party shall bear its own costs and attorneys’ fees, if any, incurred in connection with this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York; provided, that if Employee is primarily a resident of, or primarily provides services in, the State of California on (i) the date hereof or (ii) the date of termination of Employee’s employment, this Agreement shall be governed by and construed in accordance with the laws of the State of California.
Nothing contained in this Agreement (i) obligates the Company or any subsidiary of the Company to employ Employee in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment, if any, of Employee at any time or for any reason whatsoever, with or without cause, and Employee hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to Employee concerning Employee’s employment or continued employment by the Company or any of its subsidiaries.
This Agreement may be signed in counterparts, and each counterpart shall be considered an original agreement for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, Employee has executed this Agreement as of the date first above

written.

EMPLOYEE
/s/ Felicia DellaFortuna
Name: Felicia DellaFortuna
Date: 3/10/2025

ACKNOWLEDGED BY:

WW INTERNATIONAL, INC.
By:	/s/ Jacqueline Cooke
---	---
Name:	Jacqueline Cooke
Title:	Chief Legal and Regulatory Officer and Secretary

[Signature Page to Restrictive Covenant Agreement]

Schedule I

Work Product

EX-10.7

EXHIBIT 10.7

WW INTERNATIONAL, INC.

February 26, 2025

BY HAND

Ms. Tara Comonte

Re: President and Chief Executive Officer Agreement Dear Tara:

On behalf of WW International, Inc. (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (this “Agreement”). This Agreement amends and restates, and in all respects supersedes, the Interim President and Chief Executive Officer Agreement between you and the Company, dated September 27, 2024 (the “Interim Agreement”). Following the execution of this Agreement, the Interim Agreement will have no further force or effect.

You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.

Term of Employment. Your employment under this Agreement shall commence as of the date of this Agreement (the “Commencement Date”) and shall continue until the earlier to occur of (a) the date on which your employment with the Company terminates for any reason or no reason and (b) March 31, 2026 (the first to occur of the foregoing, the “Term End Date”); provided, however, that, prior to March 31, 2026, you and the Company may mutually agree to extend the term beyond March 31, 2026. The period from the Commencement Date through the Term End Date (including any mutually agreed extension of the term of your employment hereunder) shall be the “Term of Employment”. Your employment is “at will” and is terminable by you or the Company at any time (for any reason or for no reason) in accordance with Section 6.
Position and Duties. During the Term of Employment, you shall serve as President and Chief Executive Officer of the Company (together with such other position or positions as the Board shall specify from time to time). Your duties and authority as President and Chief Executive Officer shall be prescribed by the Board of Directors of the Company (the “Board”) and shall be commensurate with those of the position of president and chief executive officer. You agree to serve as an officer and director of any subsidiary of the Company (together with the Company, the “Company Group”) and you shall continue to serve as a member of the Board during the Term of Employment (subject to election by the shareholders of the Company), in each case without additional compensation. During the Term of Employment, you will report directly to the Board and will devote your full business time, energy, experience and talents to the business of the Company Group; provided, that it shall not be a violation of this Agreement for you to (a) with the prior written consent of the Board, serve on the board of directors of other for-profit companies that do not compete with the Company Group, (b) serve on civic or charitable boards or committees and (c) manage personal investments, so long as all such activities described in

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clauses (a) through (c) above do not materially interfere with the performance of your duties and responsibilities under this Agreement.
Tax Withholding. The Company Group shall be entitled to withhold from any amounts payable to you any and all applicable Federal, state and local withholding and other taxes, deductions and charges. You acknowledge and represent that the Company has not provided any tax advice to you in connection with this Agreement and that you have been advised by the Company to seek tax advice from your own tax advisors regarding this Agreement and payments that may be made to you.
Compensation and Benefits. In consideration for your services to the Company, you shall receive the following compensation and benefits from the Company.
Salary. During the Term of Employment, the Company shall pay you an annual salary of $1,500,000 (the “Salary”) in accordance with the Company’s regular payroll practices. You will receive the Salary in bi-weekly payments pursuant to the Company’s regular payroll practices. If you and the Company mutually agree to extend the term of your employment hereunder in accordance with Section 1, such Salary will be subject to annual review by, and increase at the discretion of, the Compensation Committee of the Board.
Cash Bonus.
You shall receive a cash bonus of $750,000, payable in a lump sum on March 27, 2025, subject to your continued employment through such date; provided that if you are terminated by the Company without Cause or you resign for Modified Good Reason prior to such date, you shall remain entitled to receive such payment on such date.
Commencing in 2026, you shall be entitled to receive, during the remaining Term of Employment thereafter, an annual incentive bonus with a target value of 150% of Salary (the “Annual Bonus”) in accordance with the terms and conditions of the Company’s annual incentive bonuses made to other senior executives of the Company, as in effect from time to time. The Annual Bonus shall be paid to you at the same time as annual bonuses are generally payable to other senior executives of the Company subject to your continuous employment through the applicable payment date. If your employment with the Company ends on March 31, 2026 pursuant to clause (b) of Section 1, subject to your timely execution, return to the Company and non-revocation of a release of claims in favor of the Company in a form provided by the Company and continued compliance with all restrictive covenants to which you are subject in favor of the Company Group, you shall receive an amount equal to 25% of the target Annual Bonus, which amount shall be paid by May 15, 2026.
One-Time Cash Award. To incentivize you to remain employed with the Company as it evaluates strategic alternatives and initiatives, and in consideration of your commitment to remain employed by the Company and its affiliates through the Target Date (as defined below), as soon as practicable following the date hereof (and in no event later than April 30, 2025), the Company will pay you a lump sum cash award in the amount of $4,500,000 (your “One-Time Cash Award”), which also serves as your annual bonus award for 2025 and is also in lieu of any equity awards you may have received in or in respect of 2025 for any period prior to a Change

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in Control, subject to and in consideration of the terms and conditions of this Agreement, including Exhibit A hereto. If, prior to the earlier of (i) January 31, 2026 and (ii) 60 days following the consummation of a Change in Control (such earlier date, the “Target Date”), you resign without Modified Good Reason prior to a Change in Control, you resign without Good Reason after a Change in Control, or the Company terminates your employment for Cause, you agree to promptly repay to the Company, within 15 days of the date of your termination of employment, the full amount of the One-Time Cash Award. For the avoidance of doubt, however, if you are terminated by the Company without Cause, you resign for Modified Good Reason prior to a Change in Control, you resign for Good Reason on or after a Change in Control, or your employment terminates due to your death, such clawback shall be waived if you (or your representative, in the event of your death) timely execute, return to the Company and do not revoke a release of claims in favor of the Company in a form provided by the Company and comply with all restrictive covenants to which you are subject in favor of the Company Group. If you fail to repay the full amount of the One-Time Cash Award when due to the Company pursuant to the immediately preceding sentence, the Company may recover from you any such un-repaid amounts, including by offsetting any other compensation or benefits due to you, subject to applicable law, and you will be obligated to reimburse the Company for all legal expenses and other costs incurred by the Company in its attempts to recover the full amount of the One-Time Cash Award.
Long-Term Incentive Award. Following a Change in Control, you shall be eligible to participate in any long-term incentive plan adopted and maintained by the Company. Commencing in 2026, you shall be entitled to receive, during the remaining Term of Employment thereafter, an annual long-term incentive award with a target value of 400% of Salary on the date of grant of such award in accordance with the terms and conditions of the Company’s long-term incentive grants made to other senior executives of the Company.
Benefits. During the Term of Employment, you shall be eligible to participate in the Company’s employee benefit plans, policies and arrangements as may now or hereafter be adopted by the Company, in accordance with the terms of such plans, policies and arrangements, and on the same basis as other senior executives of the Company. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee benefit plan or policy at any time without providing you notice, and the right to do so is expressly reserved.
Business Expenses. During the Term of Employment, the Company shall reimburse you for business expenses that are reasonable and necessary for you to perform, and are incurred by you in the course of the performance of, your duties pursuant to this Agreement and in accordance with the Company’s expense reimbursement policies.
Legal Fees. The Company shall pay or reimburse you for the reasonable cost of attorney’s fees incurred in the negotiation of this Agreement and related agreements up to $20,000 within 60 days of receipt of documentation reasonably satisfactory to the Company of the incurrence of such attorney’s fees (with recognition that such documentation will include attorney and time, but not the details of services).

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Indemnification; D&O Coverage. The Company shall indemnify, hold harmless and defend you from all damages, claims, losses and costs and expenses (including reasonable attorney’s fees) to the maximum extent permitted by law with regard to actions or inactions taken in good faith performance of your duties to the Company Group. During the Term of Employment, you shall also be entitled to directors and officers liability insurance coverage in accordance with the Company’s policies that cover officers and directors generally. The Company’s indemnification and insurance obligations hereunder with respect to actions taken during the Term of Employment shall remain in effect following your termination of employment with the Company hereunder for any reason.
Covenants. In consideration of the compensation and benefits provided to you in this Agreement, including the One-Time Cash Award, you hereby agree to be bound by the terms of the Restrictive Covenant Agreement attached hereto as Exhibit A, which is incorporated into this Agreement as if set forth herein. You recognize and acknowledge that these restrictions and limitations are reasonable and valid in all respects and are essential to protect the value of the business and assets of the Company. Such covenants shall be in addition to, and shall not replace or supersede, any other restrictive covenants you are subject to in favor of the Company.
Termination; Termination Benefits.
Your employment with the Company may be terminated by you at any time for any or no reason upon no less than 90 days prior written notice to the Board and by the Company at any time for any reason or no reason upon no less than 90 days prior written notice to you (except if such termination is for Cause, in which case termination may be immediate). During any such notice period, the Company may place you on garden leave. Your employment with the Company shall terminate automatically upon your death. Except as otherwise expressly required by law, your rights to Salary, Annual Bonus, employee benefits and all other awards and compensatory amounts pursuant to this Agreement shall cease upon Term End Date. Upon your termination of employment, you shall be deemed to have resigned from any and all directorships, committee memberships, and any other positions you hold with the Company Group, and you shall cooperate with the Company to execute any documentation needed to effectuate such resignations.
In the event that during the Term of Employment, your employment with the Company Group is terminated (x) prior to the earlier of (I) January 31, 2026 and (II) a Change in Control, by the Company without Cause or due to your resignation of employment for Modified Good Reason, or (y) on or following the earlier of (I) January 31, 2026 and (II) a Change in Control, by the Company without Cause or due to your resignation of employment for Good Reason (the date of such termination, the “Separation Date”), subject to your timely execution, return to the Company and non-revocation of a release of claims in favor of the Company in a form provided by the Company and continued compliance with all restrictive covenants to which you are subject in favor of the Company Group, you shall be entitled to the following payments and benefits from the Company:
Any unpaid Annual Bonus in respect of any completed fiscal year during the Term of Employment that has ended prior to the Separation Date, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in

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no event later than the date that is 2½ months following the last day of the fiscal year in which the Separation Date occurred;
An amount equal to (A) the target Annual Bonus, multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the Separation Date and the denominator of which is 365 (or 366, as applicable), which amount shall be paid within 45 days of the Separation Date;
Salary continuation until the later of (A) the six-month anniversary of the Separation Date (or if earlier, the date you are placed on garden leave) and (B) March 31, 2026 (the period from the Separation Date (or if earlier, the date you are placed on garden leave) through such later date, the “Severance Period”), paid in accordance with the normal payroll practices of the Company; and
Welfare Continuation during the Severance Period (together with salary continuation, “Severance”).

For the avoidance of doubt, (1) you are not entitled to an Annual Bonus for 2025, and as such, no payment with respect thereto shall be due pursuant to this Section 6, and (2) no payments made pursuant to this Section 6 shall be duplicative of any other payments under this Agreement.

If the time between your termination of employment pursuant to clause (x) or (y) above and the end of the review period and any revocation period provided in the release of claims spans across two calendar years, any payments under this Section 6(b) will be paid, and the first installment of Severance will commence, in each case, on the first business day of the second calendar year if such date is later than the date on which such payment would otherwise have been made pursuant to this Section 6(b) absent this proviso and the first installment of such Severance shall include any installment of the Severance that would have otherwise been paid to you prior to such date absent this proviso.

Defined Terms. For purposes of this Agreement, the following terms have the meanings set forth below:
“Cause” means your (i) willful neglect in the performance of your duties hereunder or willful or repeated failure or refusal to perform such duties (other than any such failure resulting from incapacity due to physical or mental illness resulting in a permanent disability) which continues beyond 10 days after a written demand for substantial performance is delivered to you by the Board; (ii) engaging in conduct in connection with your employment with the Company, which results, or could reasonably be expected to result in, material harm to the business or reputation of the Company Group; (iii) indictment, conviction of, or plea of guilty or no contest to, (A) any felony or (B) any other crime that results, or could reasonably be expected to result, in material harm to the business or reputation of the Company or any other member of the Company Group; (iv) material violation of the written policies of the Company Group or those set forth in the manuals or statements of policy of the Company Group, including but not limited to those relating to sexual harassment, after written notice from the Company, and a reasonable opportunity of not less than 10 days to cure (to the extent capable of cure) such violations, or the disclosure or misuse of confidential information; (v) fraud or misappropriation, embezzlement,

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or misuse of funds or property belonging to the Company Group; (vi) act of personal dishonesty that involves personal profit in connection with your employment with the Company; or (vii) breach of any restrictive covenants applicable to you as a result of any agreement with any member of the Company Group.
“Good Reason” means the occurrence of the following, without your consent: (i) a material change in your duties or responsibilities or your ceasing to report to the Board; (ii) reduction of any aspect of your compensation pursuant to this Agreement; (iii) a change in your primary place of performance of your role by more than twenty-five miles; or (iv) the Company’s breach of this Agreement.
“Change in Control” means the occurrence of one or more of the following events:
any “Person” or “Group,” in each case within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) becomes the “Beneficial Owner,” within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of members of the Board;
a reorganization, recapitalization, restructuring, merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the entity resulting from such Corporate Transaction (or the parent of such entity) are beneficially owned subsequent to such transaction by the Person or Persons who were the beneficial holders of the outstanding voting securities entitled to vote generally in the election of directors of the company immediately prior to such Corporate Transaction and in substantially the same proportion as before such Corporate Transaction (“WWI Persons”); provided, however, to the extent that any such Person or Persons also beneficially own outstanding voting securities in the other party to the Corporate Transaction (the “Counter Party Securities”) immediately prior to consummation of such Corporate Transaction, the Counter Party Securities shall be excluded from the calculation described herein as owned by WWI Persons; or
the sale, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person or the liquidation or dissolution of the Company.

“Code” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations and guidance issued thereunder.
“Modified Good Reason” means the occurrence of the following, without your consent: (i) your ceasing to report to the Board, (ii) a material reduction to your Salary, or (iii) a change in your primary place of performance of your role by more than twenty-five miles.
“Welfare Continuation” means continued health insurance coverage at substantially the same level as provided to you immediately prior to the Separation Date, for which the Company Group will provide such coverage, to the extent permissible under the applicable Company Group plan, at the same cost to you as is generally provided to similarly-situated active employees of the Company Group, which, to the extent required to comply with Section 105 of the Code, shall be provided as a taxable benefit; provided, however, that the Company may, in its sole discretion, require you to elect to participate in the Consolidated Omnibus Budget Reconciliation Act to receive Welfare Continuation.
Miscellaneous.
Notwithstanding any provision of this Plan to the contrary, the payment of any amount or provision of any benefit pursuant to this Plan shall be conditioned upon and subject to the Company’s incentive compensation clawback policy (or any similar or successor policy thereto adopted by the Company).
This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the terms and conditions of your employment as President and Chief Executive Officer. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations and any other written or oral statements concerning your rights to any compensation, equity or benefits from the Company, its predecessors or successors in interest. By signing this Agreement, you acknowledge that you are doing so freely, knowingly and voluntarily. You represent and warrant that you have read this Agreement, have consulted with your own advisors (if you so choose) regarding its terms and are fully aware of its content and legal effect. You commit to remaining employed by the Company and its affiliates through the Target Date.
This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver. This Agreement shall inure to the benefit of the Company and

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its respective permitted successors and assigns.
If any covenants or such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (i) the remaining terms and provisions hereof shall be unimpaired, and (ii) the invalid or unenforceable term or provision hereof shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof.
Any notice or other communication required or which may be given pursuant to this Plan shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or two days after it has been mailed by United States express or registered mail, return receipt requested, postage prepaid, addressed to the Company at the address set forth below, or to you at your most recent address on file with the Company.
This Agreement may be signed in counterparts and the counterparts taken together shall constitute one agreement.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF MISSISSIPPI TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, A COURT SITUATED IN NEW YORK, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION. EACH PARTY TO THIS AGREEMENT WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM.
This Agreement and the payments hereunder are intended to be exempt from or comply with Section 409A of Code and shall be interpreted in accordance with such intent. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. Notwithstanding any provision in this Agreement to the contrary, any payment otherwise required to be made hereunder to you at any date as a result of the termination of your employment shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay Period”). On the first business day following the expiration of the Delay Period, you shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule set forth herein. Notwithstanding anything herein to the contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified

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deferred compensation (within the meaning of Section 409A of the Code) upon a termination of employment shall be delayed until such time as you have also undergone a “separation from service” as defined in Treas. Reg. 1.409A-1(h), at which time such nonqualified deferred compensation shall be paid (or commence to be paid) to you as if you had undergone such termination of employment (under the same circumstances) on the date of your “separation from service.” To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by you, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, that the foregoing clause shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.
In the event that any payments or benefits due to you (whether under this Agreement or otherwise) are determined by the Company to constitute “excess parachute payments” as defined under Section 280G of the Code, any such payments shall be reduced by the minimum amount necessary, subject to the last sentence of this paragraph, such that the present value of such parachute payments is below 300% of your “base amount” (as defined under Section 280G of the Code). Notwithstanding the foregoing, no payments or benefits shall be reduced under this Section 8(i) unless (A) the net amount of such payments and benefits, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced payments and benefits), is greater than or equal to (B) the net amount of such payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such payments and benefits and the amount of excise tax imposed under Section 4999 of the Code as to which you would be subject in respect of such unreduced payments and benefits and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced payments). For purposes hereof, (x) the order in which any amounts are deemed to be reduced, if applicable, is (a) cash payments, (b) other non-cash forms of benefits, and (c) equity-based payments and acceleration of vesting, and (y) within any such category of payments and benefits (that is, (x)(a), (x)(b) or (x)(c) above), (I) a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are and (II) to the extent that any such amounts are to be made over time (e.g., in installments, etc.), then the amounts shall be reduced in reverse chronological order.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

WW INTERNATIONAL, INC.
By:	/s/ Jacqueline Cooke
---	---
Name:	Jacqueline Cooke
Title:	Chief Legal and Regulatory Officer and Secretary
EXECUTIVE
---
/s/ Tara Comonte
Tara Comonte

[Signature Page to President and Chief Executive Officer Agreement]

Exhibit A

Restrictive Covenant Agreement

(See attached.)

WW International, Inc.

Restrictive Covenant Agreement

WHEREAS, Tara Comonte (“Employee”) desires to enter into this Restrictive Covenant Agreement (this “Agreement”) in connection with the President and Chief Executive Officer Agreement (the “Employment Agreement”), to which this Agreement is attached, and pursuant to which Employee is receiving certain payments and benefits of value from WW INTERNATIONAL, INC. (the “Company”).

NOW, THEREFORE, in consideration of the mutual promises and agreements contained in the Employment Agreement, the adequacy and sufficiency of which are hereby acknowledged, Employee hereby agrees as follows:

Confidentiality; Return of Property.
Employee will not disclose or use at any time, any Confidential Information (as defined below) of which Employee is or becomes aware, whether or not such information is developed by Employee, except (i) to the extent that such disclosure or use is directly related to and required by Employee’s performance of duties, if any, assigned to Employee by the Company or its subsidiaries the “Company Group”), or (ii) pursuant to the order of any court or administrative agency.
As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company Group in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and programs listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers and clients and customer or client lists, (x) other copyrightable works, (xi) all technology and trade secrets, and (xii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public by a person or entity other than he Employee prior to the date Employee proposes to disclose or use such information.
In the event of Employee’s termination of employment with the Company Group for any reason, Employee shall deliver to the Company (and will not keep in Employee’s possession, recreate or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property developed by Employee pursuant to Employee’s employment or otherwise belonging to the Company Group.
Whistleblower Rights.
Nothing in this Agreement shall prohibit or impede Employee from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Employee does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.
Employee hereby confirms that Employee understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Employee understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will Employee be authorized to disclose any information covered by the Company’s attorney-client privilege or the Company’s attorney work product (x) without the prior written consent of the Company’s General Counsel or other officer designated by the Company, or (y) unless such disclosure of that information would otherwise be permitted pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise under applicable law or court order.
Assignment of Work Product.
Employee shall disclose promptly in writing and assign immediately, and hereby assigns to the Company, all of Employee’s right, title and interest in and to, any original works of authorship, formulas, processes, programs, benchmarking, solutions, tools, content, databases, techniques, know-how, data, developments, innovations, inventions, improvements, trademarks, patents, copyrights or discoveries, whether or not copyrightable, patentable or otherwise legally protectible, and whether or not they exist in electronic form, print form or other tangible or intangible form of medium (hereinafter referred to collectively as “Work Product”), which Employee makes or conceives, or first reduces to practice or learns, either solely or jointly with others, during Employee’s employment with the Company Group, through Employee’s work with the Company Group, or with any other person or entity pursuant to an assignment by the Company Group. Employee acknowledges the special interest the Company Group holds in its processes, techniques and technologies and agrees that such processes, techniques and technologies shall not be directly or indirectly used or distributed by Employee for the interest of any person or entity besides the Company Group.
All disclosures and assignments made pursuant to this Agreement are made without royalty or any additional consideration to Employee other than the regular compensation paid to Employee by the applicable member of the Company Group.
Employee shall execute, acknowledge and deliver to the Company Group all necessary documents, and shall take such other action as may be necessary to assist the Company Group in obtaining by statute, copyrights, patents, trademarks or other statutory or common law protections for the Work Product covered by this Agreement, vesting title and right in such copyrights, patents, trademarks and other protections in the Company and its designees. Employee hereby agrees that the Work Product constitutes a “work made for hire” in accordance with the definition of that term under the U.S. copyright laws. Employee shall further assist the Company or its subsidiaries in every proper and reasonable way to enforce such copyrights, patents, trademarks and other protections as the Company may desire. Employee’s obligation to deliver documents and assist the Company or its subsidiaries under this Agreement applies both during and subsequent to the term of Employee’s employment.
Any Work Product which Employee may disclose to anyone within six months after the termination of Employee’s employment, or for which the Company or its subsidiaries may file an application for copyright, patent, trademark or other statutory or common law protection within 12 months after the termination of said employment, shall be presumed to have been made, conceived, first reduced to practice or learned during the term of Employee’s employment and fully subject to the terms and conditions set forth herein; provided that if Employee in fact, conceived any such Work Product subsequent to the termination of
the employment and such Work Product is not based upon or derived from Confidential Information of the Company or its subsidiaries or does not relate to the scope of work performed by Employee pursuant to Employee’s employment duties with the Company or its subsidiaries, then such Work Product shall belong to Employee and shall be Employee’s sole property. Employee assumes the responsibility of establishing by competent legal evidence that such Work Product is not based on such Confidential Information and that Employee conceived any such Work Product after the termination of Employee’s employment.
Employee represents that the Work Product does not infringe any copyright, patent or other proprietary right of any person or entity.
Attached to and made as part of this Agreement as Schedule I is a complete list of all Work Product, whether or not copyrighted, which has been made or conceived or first reduced to practice by Employee alone or jointly prior to the date of Employee’s employment with the Company Group. Such Work Product shall be excluded from the operation of this Agreement. If there is no such list on Schedule I, Employee represents that no such Work Product exists at the time of execution of this Agreement.
Covenant Not to Compete; Nonsolicitation.
Employee hereby agrees that for so long as Employee is employed by the Company Group and for a period of one year thereafter (the “Noncompete Period”), Employee shall not, without the Company’s written consent, directly or indirectly, engage in, be employed by, act as a consultant for or have a financial interest (other than an ownership position of less than 1% in any company whose shares are publicly traded or any non-voting, non-convertible debt securities in any company) in any business engaged in the Company Business, or work for or provide services to any Competitor of the Company Group, within the United States or within any foreign country in which the Company Group (i) has an office, (ii) is or has engaged in Company Business or (iii) proposes to engage in Company Business, as of the date of the termination of Employee’s employment with the Company Group.
For the purposes of this Section 4, the term “Company Business” shall mean any business related to either: (i) weight loss or weight management programs, services and other similar activities, including, but not limited to, the business of creating, developing, marketing, maintaining or managing an electronic, digital, internet, web-based or other similar digital or electronic media business related to weight loss or weight management programs, services and/or other similar activities (either free or on a subscription basis); or (ii) behavioral change management toward healthy eating.
For purposes of this Section 4, the term “Competitor” means any natural person, corporation, limited liability company, firm, organization, trust, partnership, association, joint venture, government agency or other entity (including, but not limited to, the websites and other electronic or digital media of such entities) that engages, or proposes to engage, in Company Business, including, but not limited to, (i) entities that are directly engaged in Company Business; and (ii) entities that have a primary focus in broader topic areas (including, but not limited to, health, wellness, exercise and fitness), but that nevertheless engage in Company Business (provided, however, only the part of such entities that are engaged in or oversee Company Business shall be deemed a “Competitor” for purposes of this Section 4).
Employee hereby agrees that for so long as Employee is employed by the Company Group and for a period of one year thereafter (the “Nonsolicitation Period”), Employee shall not, directly or indirectly, solicit or offer employment to any person who has been employed by the Company Group at any time during the 12 months immediately preceding such solicitation.
If Employee is primarily a resident of, or primarily provides services in, the State of California on (i) the date hereof or (ii) the date of termination of Employee’s employment, (x) Sections 4(a), 4(b) and 4(c) shall not apply after the date of termination, and (y) during the portion of the Nonsolicitation Period which follows the date of termination, Section 4(d) shall be amended to delete the words “or offer employment to”.
Nondisparagement.

Cooperation.

Miscellaneous.
Notwithstanding any other provisions of this Agreement, if at any time a court holds that the restrictions stated in Section 4 are unreasonable or otherwise unenforceable under circumstances then existing, Employee and the Company agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area.
Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the covenants herein would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Employee agrees that, in the case of a breach or threatened breach of any of the covenants herein, the Company may seek equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
This Agreement may not be modified, altered, changed or terminated except upon the express prior written consent of the Company and Employee or their authorized agents. A subsequent non- competition, confidentiality or non-disclosure agreement entered into by Employee for the benefit of any member of the Company Group will not modify, alter, change or terminate this Agreement unless it expressly refers to this Agreement.
Employee is hereby advised to consult with an attorney before entering into this Agreement. Employee acknowledges and agrees that (i) no promise or inducement for this Agreement has been made except as set forth herein, (ii) this Agreement is executed by Employee without reliance upon any statement or representation by the Company except as set forth herein, and (iii) Employee is legally competent to execute
this Agreement and to accept full responsibility therefor. If Employee is primarily a resident of, or primarily provides services in, Illinois on (x) the date hereof or (y) the date of termination of Employee’s employment, Employee agrees that before being required to sign this Agreement, the Company provided Employee with 14 calendar days to review it.
Except as otherwise provided in this Agreement, the Company and Employee agree that any dispute arising under or relating in any way to this Agreement will be submitted to arbitration in New York, New York, in front of a single arbitrator, in accordance with the rules of the American Arbitration Association (“AAA”), as the exclusive remedy for such dispute. Each party shall submit three names of proposed arbitrators to the other side, including at least two names from a list of approved AAA arbitrators. If the parties cannot mutually agree on an arbitrator from such lists, each party shall strike two names from the other party’s list and the arbitrator shall then be chosen at random by the AAA from the two remaining names. The Company and Employee agree that such arbitration will be confidential and no details, descriptions, settlements or other facts concerning such arbitration shall be disclosed or released to any third party without the specific written consent of the other party, unless required by law or in connection with enforcement of any decision in such arbitration. Each party shall be responsible for its own attorneys’ fees and costs associated with such arbitration, except that the cost of the arbitration (such as the Arbitrator’s fee) shall be shared equally between the Company and Employee. Furthermore, each party shall bear its own costs and attorneys’ fees, if any, incurred in connection with this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York; provided, that if Employee is primarily a resident of, or primarily provides services in, the State of California on (i) the date hereof or (ii) the date of termination of Employee’s employment, this Agreement shall be governed by and construed in accordance with the laws of the State of California.
Nothing contained in this Agreement (i) obligates the Company or any subsidiary of the Company to employ Employee in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment, if any, of Employee at any time or for any reason whatsoever, with or without cause, and Employee hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to Employee concerning Employee’s employment or continued employment by the Company or any of its subsidiaries.
This Agreement may be signed in counterparts, and each counterpart shall be considered an original agreement for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, Employee has executed this Agreement as of the date first above

written.

EMPLOYEE
/s/ Tara Comonte
Name: Tara Comonte
Date: 2/28/2025

ACKNOWLEDGED BY:

WW INTERNATIONAL, INC.
By:	/s/ Jacqueline Cooke
---	---
Name:	Jacqueline Cooke
Title:	Chief Legal and Regulatory Officer and Secretary

[Signature Page to Restrictive Covenant Agreement]

Schedule I

Work Product

EX-10.8

EXHIBIT 10.8

CONTINUITY AGREEMENT

This Agreement (the “Agreement”) is dated as of [DATE] (the “Effective Date”), by and between WW International, Inc., a Virginia corporation (the “Company”), and [NAME] (the “Executive”).

WHEREAS, the Company’s Board of Directors (the “Board”) considers the continued services of key executives of the Company to be in the best interests of the Company and its stockholders; and

WHEREAS, the Board desires to assure, and has determined that it is appropriate and in the best interests of the Company and its stockholders to reinforce and encourage the continued attention and dedication of key executives of the Company to their duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a change in control of the Company; and

WHEREAS, the Board has authorized the Company to enter into continuity agreements with certain key executives of the Company, such agreements to set forth the severance compensation which the Company agrees to pay such executives under certain circumstances in connection with a change in control of the Company; and

WHEREAS, the Executive is a key executive of the Company and has been designated by the Compensation Committee of the Board (the “Committee”) as an executive to be offered such a continuity compensation agreement with the Company.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive agree as follows:

Term. This Agreement shall become effective upon the Effective Date and shall remain in effect until December 31 of the calendar year following the second anniversary of the Effective Date; provided, however, that, on such December 31, and on each successive one-year anniversary thereof (each, a “Renewal Date”), this Agreement shall automatically renew for a one-year term, unless the Company provides to the Executive, in writing, at least 180 days prior to any Renewal Date, notice that this Agreement shall not be renewed. Notwithstanding the foregoing, in the event that a Change in Control (as hereinafter defined) occurs at any time prior to the termination or expiration of this Agreement in accordance with the preceding sentence, this Agreement shall not terminate until the second anniversary of the Change in Control.
Change in Control. No compensation or other benefit shall be payable pursuant to Section 4 of this Agreement unless and until either (i) a Change in Control shall have occurred while the Executive is an employee of the Company and the Executive’s employment by the Company thereafter shall have terminated in accordance with Section 3(a)(i) hereof or (ii) the Executive’s employment by the Company shall have terminated in accordance with Section 3(a)(ii) or 3(a)(iii) hereof prior to the occurrence of a Change in Control and thereafter a Change in Control actually occurs. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon the occurrence of one or more of the following events:

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any “Person” or “Group,” in each case within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than the Permitted Holders, becomes the “Beneficial Owner,” within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of members of the Board, unless the Permitted Holders otherwise have the right (pursuant to contract, proxy or otherwise), directly or indirectly, to designate, nominate or appoint a majority of the directors of Company;
a reorganization, recapitalization (other than a refinancing of the Company’s debt in which the Company’s creditors do not receive equity in the Company in exchange for the Company’s debt), merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 50% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the Company or the entity resulting from such Corporate Transaction (or the parent of such entity) are beneficially owned subsequent to such transaction by (i) Permitted Holders or (ii) the Person or Persons who were the beneficial holders of the outstanding voting securities entitled to vote generally in the election of directors of the Company immediately prior to such Corporate Transaction (“WWI Persons”); provided, however, solely in the case of clause (ii), to the extent that any such Person or Persons also beneficially own outstanding voting securities in the other party to the Corporate Transaction (the “Counter Party Securities”) immediately prior to consummation of such Corporate Transaction, the Counter Party Securities shall be excluded from the calculation described herein as owned by WWI Persons; or
the sale, transfer or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any Person other than a Permitted Holder or the liquidation or dissolution of the Company.

Notwithstanding the preceding or any provision of Rule 13d-3 of the Exchange Act, (i) a Person or Group shall not be deemed to beneficially own securities of the Company that are subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of such securities in connection with the transactions contemplated by such agreement and (ii) if any Group includes one or more Permitted Holders, the issued and outstanding securities of the Company entitled to vote generally in the election of members of the Board owned, directly or indirectly, by any Permitted Holders that are part of such Group shall not be treated as being beneficially owned by such Group or any other member of such Group for purposes of determining whether a Change in Control has occurred.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law (including adoptive relationships), and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation, fund or trust that is controlled by any of the foregoing individuals or any donor-advised foundation, fund or trust of which any such individual is the donor.

“Investors” means each of Oprah Winfrey and her Affiliates and Immediate Family Members, but only while she is alive.

“Permitted Holders” means (1) each of the Investors and any Group of which any of the foregoing are members and any member of such Group; provided, that, in the case of such Group and without giving effect to the existence of such Group or any other Group, such Investors collectively own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of members of the Board that are held by such Group and (2) any Permitted Plan.

“Permitted Plan” means any employee benefits plan of the Company or its Affiliates and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan.

Termination of Employment; Definitions.
The Executive shall be entitled to the compensation provided for in Section 4 of this Agreement if:
within two years following a Change in Control, the Executive’s employment is terminated (A) by the Company for any reason other than (x) the Executive’s Disability or (y) for Cause, or (B) by the Executive for Good Reason, (Disability, Cause and Good Reason are hereinafter defined);
within three months prior to, but in connection with, the anticipated occurrence of a Change in Control (and thereafter such Change in Control actually occurs), the Executive’s employment is terminated (A) by the Company for any reason other than (x) the Executive’s Disability or (y) for Cause, or (B) by the Executive for Good Reason; or
(A) an agreement is signed which, if consummated, would result in a Change in Control, (B) between the date on which such agreement is signed but prior to the actual occurrence of the Change in Control, in connection with such anticipated Change in Control the Executive’s employment is terminated (x) by the Company for any reason other than (i) the Executive’s Disability or (ii) for Cause or (y) the Executive terminates Executive’s employment for Good Reason, and (C) such Change in Control actually occurs.
Disability. For purposes of this Agreement, “Disability” shall mean the Executive’s absence from the full-time performance of the Executive’s duties (as such duties existed immediately prior to such absence), during the term of this Agreement, for 180

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consecutive business days, when the Executive is disabled as a result of incapacity due to physical or mental illness, as determined by a physician selected by the Executive and approved by the Company for such purpose (such approval not to be unreasonably withheld).
Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following:

(i) the willful and continued failure of the Executive to perform substantially all of his or her duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) for a period of 10 days following a written demand for substantial performance that is delivered to such Executive by the Board, which specifically identifies the manner in which the Board believes the Executive has not substantially performed his or her duties;

(ii) dishonesty in the performance of the Executive’s duties with the Company;

(iii) the Executive’s conviction of, or plea of guilty or nolo contendere to, a crime under any applicable national, federal, state or local law (including common law) constituting (x) a felony or (y) a misdemeanor involving moral turpitude; or

(iv) the Executive’s willful malfeasance or willful misconduct in connection with the Executive’s duties with the Company or any act or omission which is injurious to the financial condition or business reputation of the Company or its affiliates.

Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, without the Executive’s express written consent:

(i) any material diminution in the Executive’s duties, titles or responsibilities with the Company from those in effect immediately prior to a Change in Control (or in the event that the Executive alleges that Good Reason has occurred prior to but in connection with a Change in Control, from those in effect prior to the date that is three months prior to the Change in Control);

(ii) any reduction in the Executive’s annual base salary and annual cash bonus percentage target established under the Company’s annual incentive plan (the “Bonus Plan”) (together, the “Compensation”) from the Executive’s Compensation in effect immediately prior to a Change in Control (or in the event that the Executive alleges that Good Reason has occurred prior to but in connection with a Change in Control, from such Compensation in effect prior to the date that is three months prior to the Change in Control);

(iii) any relocation of the Executive’s principal work place to a location that is more than 35 miles from the location at which the Executive was based immediately prior to a Change in Control (or in the event that the Executive alleges that Good Reason has occurred prior to but in connection with a Change in Control, from the location of Executive’s principal work place on the date that is three months prior to the Change in Control); or

(iv) any failure by the Company to obtain from any successor to the Company an agreement, reasonably satisfactory to the Executive, to assume and perform this Agreement, as contemplated by Section 9(a) hereof.

Notwithstanding the foregoing, in the event that the Executive provides the Company with a Notice of Termination (as defined below) referencing this Section 3(d) within 60 days after the occurrence of an event giving rise to Good Reason, the Company shall have 30 days thereafter in which to cure or resolve the behavior otherwise constituting Good Reason.

Notice of Termination. Any purported termination of the Executive’s employment (other than on account of the Executive’s death) shall be communicated by a Notice of Termination to the Executive, if such termination is by the Company, or to the Company, if such termination is by the Executive. For purposes of this Agreement, “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provisions so indicated. For purposes of this Agreement, no purported termination of Executive’s employment with the Company shall be effective without such a Notice of Termination having been given.
Compensation Upon Termination of Employment. If the Executive’s employment by the Company shall be terminated in accordance with Section 3(a) hereof (the “Termination”), and provided the Executive executes a general release of all potential claims in a form acceptable to the Company, the Executive shall be entitled to the following payments and benefits, provided, however, subject to Section 7(c) hereof, that any amounts payable under this Agreement shall be in lieu of any amounts paid (or to be paid) to the Executive pursuant to any agreement between the Executive and the Company (including any employment agreement), the Executive’s offer letter for employment with the Company, a Company Plan (as defined below) or Company policy:
Severance. The Company shall pay, or cause to be paid, to the Executive a cash severance payment in an amount equal to the product of three times the sum of (i) the Executive’s annual base salary on the date of the Change in Control (or, if higher, the annual base salary in effect immediately prior to the giving of the Notice of Termination) and (ii) the Executive’s target annual bonus (“Target Bonus”) in respect of the fiscal year of the Company (a “Fiscal Year”) in which the Termination occurs (or, if higher, the average annual bonus actually earned by the Executive in respect of the three full Fiscal Years prior to the year in which the Notice of Termination is given) under the Company’s annual incentive plan (the “Bonus Plan”). This cash severance amount shall be payable in a lump sum, calculated without any present value discount, within 10 business days after the Executive’s date of Termination, or, if later, the Change in Control.
Additional Payments and Benefits. The Executive shall also be entitled to:
a lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Bonus Plan, (C) in respect of the Fiscal Year in which the date of Termination occurs, the higher of (x) the pro rata

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portion of the Executive’s Target Bonus and (y) if the Company is exceeding the performance targets established under the Bonus Plan for such Fiscal Year as of the date of Termination, the Executive’s actual annual bonus payable under the Bonus Plan based upon such achievement (such pro rata portion in either case calculated from January 1 of such year through the date of Termination) (such payment, the “Pro Rata Bonus”), and (D) an amount representing any of the Executive’s accrued but unused vacation days if payment is provided for pursuant to the Company’s then-current vacation policy or as otherwise required by local statutory requirements or law, in each case for subsections (A) through (D) above, in full satisfaction of the Executive’s rights thereto;
continued medical, dental and vision insurance coverage (excluding accidental death and disability insurance) (“Welfare Benefit Coverage”) for the Executive and the Executive’s eligible dependents or, to the extent Welfare Benefit Coverage is not commercially available, such other comparable Welfare Benefit Coverage as reasonably determined by the Company, on the same basis as in effect prior to the Executive’s Termination, for a period ending on the earlier of (A) 18 months following the date of Termination (the “Continuation Period”) and (B) the commencement of comparable Welfare Benefit Coverage by the Executive with a subsequent employer; and
all other accrued or vested benefits in accordance with the terms of any applicable Company plan (the “Accrued Benefits”).

All lump sum payments under this Section 4(b) shall be paid within 10 business days after the Executive’s date of Termination, or, if later, the Change in Control.

Outplacement. If so requested by the Executive, outplacement services shall be provided by a professional outplacement provider selected by the Executive at a cost consistent with the Company’s then-current policy and/or common practice.
Legal Expenses. The Company shall pay or reimburse the Executive for reasonable legal fees (including without limitation, any and all court costs and attorneys’ fees and expenses) incurred by the Executive in connection with or as a result of any claim, action or proceeding brought by the Company or the Executive with respect to or arising out of this Agreement or any provision hereof.
Excess Parachute Excise Tax. Notwithstanding any other provision of this Agreement,
If it is determined (as provided in this Section 5(a)) that (i) the payments and benefits provided to the Executive under this Agreement and under any other plan or arrangement with the Company and its Affiliates, in the aggregate (a “Payment”), would be subject to the excise tax imposed under Section 4999 (or any successor provision thereto) of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of being “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), and (ii) the net after-tax amount of such Payments, after Executive has paid all taxes due thereon (including,

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without limitation, the Excise Tax) is less than the net after-tax amount of all such Payments otherwise due to Executive in the aggregate, if such Payments were reduced to an amount equal to 2.99 times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amount of such Payments payable to Executive shall be reduced to an amount that will equal 2.99 times Executive’s base amount (the “Reduced Amount”).
If the determination made pursuant to Section 5(a) hereof results in a reduction of the payments that would otherwise be paid to the Executive except for the application of Section 5(a) hereof, the Executive may then elect, in his sole discretion, which and how much of any particular entitlement shall be eliminated or reduced and shall advise the Company in writing of his election within 10 days of the determination of the reduction in payments. If no such election is made by the Executive within such 10day period, then the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 5(b) reduced last. Within 10 days following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement and shall promptly pay to or distribute to or for the benefit of the Executive in the future such amounts as become due to the Executive under this Agreement. Notwithstanding the foregoing, if the Executive is subject to Section 409A of the Code, then in lieu of the payment reduction election described above, the reduction of payments shall be implemented first by reducing any severance payments that the Executive would otherwise be entitled to receive under Section 4(a) of this Agreement and, thereafter, by reducing other payments and benefits in a manner that would not result in subjecting the Executive to additional taxation under Section 409A of the Code.
Subject to the provisions of Section 5(a) hereof, all determinations required to be made under this Section 5, including whether an Excise Tax is payable by the Executive and the amount of such Excise Tax, shall be made by the nationally recognized firm of certified public accountants (the “Accounting Firm”) used by the Company prior to the Change in Control (or, if such Accounting Firm declines to serve, the Accounting Firm shall be a nationally recognized firm of certified public accountants selected by the Executive). The Accounting Firm shall be directed by the Company or the Executive to submit its preliminary determination and detailed supporting calculations to both the Company and the Executive within 15 calendar days after the date of Termination, if applicable, and any other such time or times as may be requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return.
The Company and the Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 5(a) hereof.

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The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 5(a) hereof shall be borne by the Company. If such fees and expenses are initially advanced by the Executive, the Company shall reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of his or her payment thereof.
Obligations Absolute; NonExclusivity of Rights; Joint and Several Liability.
The obligations of the Company to make the payment to the Executive, and to make the arrangements, provided for herein shall be absolute and unconditional and shall not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or any third party at any time.
Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company and for which the Executive may qualify (other than any change in control or other severance plan or policy), nor shall anything herein limit or reduce such rights as the Executive may have under any agreements with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.
Any successors or assigns of the Company shall be joint and severally liable with the Company under this Agreement.
Entire Agreement; Not an Employment Agreement; No Duplication of Payments or Benefits.
This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior and contemporaneous agreements and understandings (including term sheets), both written and oral, between the parties hereto, or either of them, with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.
This Agreement is not, and nothing herein shall be deemed to create, a contract of employment between the Executive and the Company. The Company may terminate the employment of the Executive by the Company at any time, subject to the terms of this Agreement and/or any employment agreement or arrangement between the Company and the Executive that may then be in effect.

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To the extent, and only to the extent, a payment or benefit that is paid or provided under Section 4 hereof would also be paid or provided under the terms of another Company plan, program or arrangement (a “Company Plan”), then subject to Section 7(d) hereof, (i) in the event that such payment or benefit is first paid or provided under the terms of a Company Plan prior to the date such payment or benefit is paid or provided under Section 4, such payment or benefit shall offset any corresponding payment or benefit that is paid or provided under Section 4, and (ii) in the event that such payment or benefit is first paid or provided under Section 4, such Company Plan will be deemed to have been satisfied by the corresponding payment or benefit made or provided under Section 4.
Notwithstanding anything herein to the contrary, if any payments or benefits that the Company would otherwise be required to provide under this Agreement or any Company Plan cannot be provided in the manner contemplated herein or under the applicable plan without subjecting the Executive to income tax under Section 409A of the Code, the Company shall provide such intended payments or benefits to the Executive in an alternative manner that conveys an equivalent economic benefit to the Executive (without materially increasing the aggregate cost to the Company). If at the time of the Executive’s termination of employment with the Company the Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive’s termination of employment with the Company (or an earlier date as is permitted under Section 409A of the Code without any accelerated or additional tax). For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of the Section 409A of the Code. To the extent any reimbursements or inkind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or inkind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A3(i)(1)(iv). No payment based on termination may be made until such time as the Executive has incurred a separation from service within the meaning of Section 409A of the Code.
Restrictive Covenants and Other Agreements
[Noncompete. In consideration of the Company entering into this Agreement with the Executive, the Executive hereby agrees, for so long as the Executive is employed by the Company or one of its Affiliates and for a period of one year thereafter (or, in the event the Executive is entitled to the compensation provided for in Section 4 of this Agreement, for a period of three years thereafter) (the “Noncompete Period”), the Executive shall not, without the Company’s prior written consent, directly or indirectly, engage in, be employed by, act as a consultant for or have a financial interest (other than an ownership position of less than 1% in any company whose shares are publicly traded or any non-voting, non-convertible debt securities in any company) in any business engaged in Company Business (as defined below), or work for or provide services to any Competitor (as defined below) of the Company or its Affiliates, within the United States or within any foreign country in which the Company or its Affiliates (i) has an office, (ii) is or has engaged in Company Business or (iii) proposes to engage in Company

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Business, as of the date of the termination of the Executive’s association with the Company. For the purposes of these provisions, (A) the term “Company Business” shall mean any business related to weight loss or weight management programs, products, services and/or other similar activities; and (B) the term “Competitor” means any natural person, corporation, limited liability company, firm, organization, trust, partnership, association, joint venture, government agency or other entity (including, but not limited to, the websites and other electronic or digital media of such entities) that engages, or proposes to engage, in Company Business, including, but not limited to, (x) entities which are directly engaged in Company Business; and (y) entities which have a primary focus in broader topic areas, but who nevertheless engage in Company Business such as Unilever (Slimfast) (provided, however, only the part of such entities that are engaged in or oversee Company Business shall be deemed a “Competitor” for purposes of these provisions).][NOT APPLICABLE FOR CALIFORNIA RESIDENTS]
Confidentiality. The Executive will not disclose or use at any time, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him or her, except (i) to the extent that such disclosure or use is directly related to and required by the Executive’s performance of duties, if any, assigned to the Executive by the Company or its Affiliates or (ii) pursuant to the order of any court or administrative agency. As used herein, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) business and financial results, plans, budgets, and projections, (iv) designs, content and other creative elements associated with products and services or marketing and promotional campaigns and programs, (v) computer software, including operating systems, applications and program listings, (vi) flow charts, manuals and documentation, (vii) data bases, (viii) accounting and business methods, (ix) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (x) customers and clients and customer or client lists, (xi) other copyrightable works, (xii) all technology and trade secrets, and (xiii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public by a person or entity other than the Executive prior to the date the Executive proposes to disclose or use such information. Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. The Executive hereby confirms that the Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made either (1) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney

11
of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Notwithstanding the foregoing, under no circumstance will the Executive be authorized to disclose any information covered by the Company’s attorney-client privilege or the Company’s attorney work product (A) without the prior written consent of the Company’s General Counsel or other officer designated by the Company, or (B) unless such disclosure of that information would otherwise be permitted pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise under applicable law or court order.
Non-Solicit. Without the Company’s prior written consent, the Executive will not, during the Noncompete Period, directly or indirectly, solicit or offer employment to any person who has been employed by the Company or its Affiliates at any time during the twelve months immediately preceding such solicitation.
Notwithstanding clauses (a), (b) and (c) above, if at any time a court holds that the restrictions stated in such clauses are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Executive’s services are unique and because the Executive has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, the Company or its Affiliates or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).
The Executive acknowledges and agrees that the restrictions and remedies under this Section 8 are non-exclusive restrictions and remedies and shall not limit or modify any other restrictive covenants to which Executive is subject to as a result of Executive’s employment with or services to the Company or any of its Affiliates nor shall such restrictions and remedies limit or modify the Company’s and its Affiliates’ other rights and remedies to obtain other monetary, equitable or injunctive relief as a result of breach of, or in order to enforce, this Agreement or with respect to any other covenants or agreements between the Company or any of its Affiliates and the Executive or the Executive's obligations under applicable law.
Successors; Binding Agreement, Assignment.
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean (i) the Company as hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 9(a) or which otherwise becomes bound by all

12
the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. This Agreement may not otherwise be assigned by the Company.
This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.
Notice. For purpose of this Agreement, notices and all other communications provided for in this Agreement or contemplated hereby shall be in writing and shall be deemed to have been duly given when personally delivered, delivered by a nationally recognized overnight delivery service or when mailed United States certified or registered mail, return receipt requested, postage prepaid, and addressed, in the case of the Company, to the Company at:

WW International, Inc. 675 Avenue of the Americas, 6th Floor New York, New York 10010 Attention: Board of Directors

and in the case of the Executive, to the Executive at the last address on the books of the Company.

Either party may designate a different address by giving notice of change of address in the manner provided above, except that notices of change of address shall be effective only upon receipt.

Miscellaneous.
Amendments. No provision of this Agreement may be amended, altered, modified, waived or discharged unless such amendment, alteration, modification, waiver or discharge is agreed to in writing signed by the Executive and such officer of the Company as shall be specifically designated by the Committee or by the Board.
Waivers. No waiver by either party, at any time, of any breach by the other party of, or of compliance by the other party with, any condition or provision of this Agreement to be performed or complied with by such other party shall be deemed a waiver of any similar or dissimilar provision or condition of this Agreement or any other breach of or failure to comply with the same condition or provision at the same time or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

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Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each party hereto waives any provision of law that renders any provision of this Agreement invalid, illegal or unenforceable in any respect.
Governing Law; Venue. The validity, interpretation, construction and performance of this Agreement shall be governed on a non-exclusive basis by the laws of the State of New York without giving effect to its conflict of laws rules. For purposes of jurisdiction and venue, the Company hereby consents to jurisdiction and venue in any suit, action or proceeding with respect to this Agreement in any court of competent jurisdiction in the state in which the Executive resides at the commencement of such suit, action or proceeding and waives any objection, challenge or dispute as to such jurisdiction or venue being proper.
Counterparts. The signatories hereto may execute this Agreement in any number of counterparts, each of which, when executed and delivered, shall have the force and effect of an original, but all such counterparts shall constitute one and the same instrument. This Agreement, to the extent signed and delivered by means of a facsimile machine or PDF via electronic mail, will be treated in all manners and respects as an original and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

[Signatures on next page.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

WW INTERNATIONAL, INC.:

By:
Name:
Title:
EXECUTIVE:
---
[NAME]
Address:

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Tara Comonte, certify that:

I have reviewed this Quarterly Report on Form 10-Q of WW International, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2025	Signature:	/s/ Tara Comonte
		Tara Comonte
		President and Chief Executive Officer and Director
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Felicia DellaFortuna, certify that:

I have reviewed this Quarterly Report on Form 10-Q of WW International, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2025	Signature:	/s/ Felicia DellaFortuna
		Felicia DellaFortuna
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of WW International, Inc. (the “Company”) for the quarterly period ended March 29, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, the undersigned officers of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 6, 2025	Signature:	/s/ Tara Comonte
		Tara Comonte
		President and Chief Executive Officer and Director
		(Principal Executive Officer)
	Signature:	/s/ Felicia DellaFortuna
		Felicia DellaFortuna
		Chief Financial Officer
		(Principal Financial Officer)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended March 29, 2025

For the transition period from to

Commission File Number: 001-16769

WW INTERNATIONAL, INC.

675 Avenue of the Americas, 6th Floor, New York, New York 10010

Registrant’s telephone number, including area code: (212) 589-2700

WW INTERNATIONAL, INC.

TABLE OF CONTENTS

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED Consolidated Statements of Changes in Total Deficit

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of the consolidated financial statements.

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.Basis of Presentation

Liquidity and Going Concern

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.Accounting Standards Adopted in Current Year

3.Leases

6.72

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4.Revenue

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Information about Contract Balances

5.Franchise Rights Acquired, Goodwill and Other Intangible Assets

Change in Goodwill Reporting Units

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Franchise Rights Acquired

Goodwill

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

First Quarter Fiscal 2025 Indefinite-Lived Franchise Rights Acquired and Goodwill Interim Impairment Tests

First Quarter Fiscal 2024 Indefinite-Lived Franchise Rights Acquired and Goodwill Interim Impairment Tests

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Finite-lived Intangible Assets

6.Long-Term Debt

2029

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Credit Facilities

2028

2026

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Senior Secured Notes

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Outstanding Debt

7.Per Share Data

8.Income Taxes

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

9.Cash Flow Information

10.Legal

11.Segment and Geographic Data

12.Fair Value Measurements

WW INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

13.Accumulated Other Comprehensive Loss