Form 8-K/A

8-K/A — WW INTERNATIONAL, INC.

Accession: 0001193125-26-148893

Filed: 2026-04-09

Period: 2026-04-06

CIK: 0000105319

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K/A — d107688d8ka.htm (Primary)

EX-99.1 (d107688dex991.htm)

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8-K/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 6, 2026

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia

001-16769

11-6040273

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

18 West 18th Street, 7th Floor, New York, New York

10011

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2026, the Board appointed Ms. Gavales to serve as a member of the Compensation and Benefits Committee and Strategy and Finance Committee, and appointed Ms. Gove to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee, effective immediately.

Item 7.01.

Regulation FD Disclosure.

A copy of the Company’s press release announcing the committee appointments of Ms. Gavales and Ms. Gove has been furnished as Exhibit 99.1 to this Current Report on Form 8-K/A.

The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K/A is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K/A shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

Exhibit 99.1

Press Release dated April 9, 2026.

Exhibit 104

The cover page from this Current Report on Form 8-K/A, formatted in Inline XBRL.

SIGNATURE

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 hereunto duly authorized.

WW INTERNATIONAL, INC.

DATED: April 9, 2026

By:

/s/ Felicia DellaFortuna

Name:

Felicia DellaFortuna

Title:

Chief Financial Officer

EX-99.1

Filename: d107688dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Weight Watchers Announces Board Committee Appointments

NEW YORK – April 9, 2026 – WW International, Inc. (Nasdaq: WW) (“Weight Watchers” or the

“Company”), the global leader in science-backed weight management, today announced the following updates to the composition of its Board of Directors’ standing committees following the appointments of Lisa Gavales and Sue Gove as

independent directors:

•

Audit Committee: Gene Davis (Chair), Sue Gove, Carney Hawks and Nikolaj Sjoqvist;

•

Compensation and Benefits Committee: Carney Hawks (Chair), Gene Davis and Lisa Gavales;

•

Nominating and Corporate Governance Committee: Nikolaj Sjoqvist (Chair), Gene Davis and Sue Gove; and

•

Strategy and Finance Committee: Gene Davis (Chair), Lisa Gavales, Carney Hawks, Mike Mason and Nikolaj Sjoqvist.

Office of the CEO Update

previously announced, the Board established a Transition Committee to oversee the Office of the CEO, which comprises Felicia DellaFortuna, the Company’s Chief Financial Officer, and Jon Volkmann, the Company’s Chief Operations Officer.

The Office of the CEO will also benefit from the counsel of the Company’s newly appointed directors, Ms. Gavales and Ms. Gove.

Accordingly, the

Board has determined that the Company is well positioned to continue under its existing Office of the CEO structure and therefore will not appoint an interim CEO. The Board believes the current structure provides strong, experienced leadership and

continuity in the Office of CEO, enabling the Company to maintain strategic momentum during the search for a permanent CEO, which is being conducted with the support of a leading executive search firm.

About Weight Watchers

Weight Watchers is the global

leader in science-backed weight management, offering an integrated support system built for the GLP-1 era that combines scientific expertise, medication, cutting-edge technology, and human connection. With

more than 60 years of experience, Weight Watchers is the most studied commercial weight management program in the world, delivered through its No. 1 U.S. doctor-recommended weight-loss program. Its holistic, personalized approach also includes

U.S.-based clinical interventions and access to GLP-1 medications when clinically appropriate, and a global network of coaches and community support. Since 1963, the company has led with science to deliver its

members the personalized support they need to reach and sustain their goals. Members can access these solutions directly, or through Weight Watchers for Business’ full-spectrum platform for employers, health plans, and payers. In a landscape

crowded with contradictory advice, isolating apps, and one-size-fits-all solutions, Weight Watchers offers a proven path forward

that is rooted in research, grounded in empathy and designed to help every member feel better in their body and live a longer, healthier life. For more information, visit weightwatchers.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in

this press release that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”

“should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,”

“estimates,” “forecasts,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises

nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or

achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,

or other filings the Company makes with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K.

Forward-looking statements speak only as of the date the statements are made and are based on information available to the Company at the time those statements are made and/or management’s good faith belief as of that time with respect to

future events. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

For investor inquiries, please contact:

John Mills or

Anna Kate Heller

WeightWatchers@icrinc.com

For

media inquiries, please contact:

Lizzy Levitan

WW@hunt-gather.com

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On April 7, 2026, WW International, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) to report that on April 6, 2026, the Board of Directors of the Company (the “Board”) unanimously elected Lisa Gavales and Sue E. Gove as directors of the Company, effective April 7, 2026. At the time of the Initial Filing, the Board had not made a determination regarding committee assignments for Ms. Gavales or Ms. Gove. The Company is filing this Current Report on Form 8-K/A to disclose the committee assignments for Ms. Gavales and Ms. Gove.On April 8, 2026, the Board appointed Ms. Gavales to serve as a member of the Compensation and Benefits Committee and Strategy and Finance Committee, and appointed Ms. Gove to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee, effective immediately.

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