Form 8-K
8-K — WW INTERNATIONAL, INC.
Accession: 0001193125-26-178866
Filed: 2026-04-27
Period: 2026-04-27
CIK: 0000105319
SIC: 7200 (SERVICES-PERSONAL SERVICES)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d14854d8k.htm (Primary)
EX-99.1 (d14854dex991.htm)
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8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 27, 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
WW
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 7.01. Regulation FD Disclosure.
On April 27, 2026, WW International, Inc. (the “Company”) issued a press release announcing the Company’s intention to utilize up to $40 million to prepay and reduce the principal amount of its outstanding term loan. The prepayment will be comprised of the following two components:
•
$25 million to $30 million in aggregate principal amount of prepayment in cash of the annual cash sweep amount, which is due to be paid on June 24, 2026; and
•
a voluntary solicitation for prepayment by the Company to utilize up to $10 million in cash to prepay its term loan at a discount, which solicitation is expected to commence on Monday, April 27, 2026 and close on April 30, 2026.
A copy of the Company’s press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K 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 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.
Forward-Looking Statements
This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s intention to utilize up to $40 million to prepay and reduce the principal amount of its outstanding term loan. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Description
Exhibit 99.1
Press Release dated April 27, 2026.
Exhibit 104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
2
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 27, 2026
By:
/s/ Felicia DellaFortuna
Name:
Felicia DellaFortuna
Title:
Chief Financial Officer
3
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
Weight Watchers Announces Actions to Utilize Up to $40 million to Pay Down Debt
NEW YORK (April 27, 2026) – WW International, Inc. (NASDAQ: WW) (“Weight Watchers” or the “Company”), the global
leader in science-backed weight management, today announced that it intends to utilize up to $40 million in cash to prepay and reduce the principal amount of its outstanding term loan.
The prepayment will be comprised of the following two components:
•
$25 million to $30 million in aggregate principal amount of prepayment in cash of the annual cash sweep
amount, which is due to be paid on June 24, 2026; and
•
a voluntary solicitation for prepayment by the Company to utilize up to $10 million in cash to prepay its
term loan at a discount, which solicitation is expected to commence on Monday, April 27, 2026 and close on April 30, 2026.
In
connection with today’s announcement, Weight Watchers reaffirmed its first quarter 2026 end of period subscriber estimates and full year 2026 financial guidance as previously provided on March 16, 2026, in conjunction with the
Company’s fourth quarter and full year 2025 results. Following these announcements and based on its full year 2026 financial guidance, the Company expects to generate cash through the remainder of the year following first quarter cash usage
due to peak season marketing.
“Today’s announcements reflect the progress we have made over the last year to strengthen our liquidity
position and deleverage our balance sheet,” said Felicia DellaFortuna, Weight Watchers CFO and member of the Company’s Interim Office of the Chief Executive. “As we continue to execute against our strategic priorities, we remain
focused on maintaining a strengthened capital structure, supported by durable cash generation, to fund continued investments in our integrated weight health ecosystem and drive sustainable, profitable growth.”
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,
including without limitation statements regarding the Company’s intention to utilize up to $40 million to prepay and reduce the principal amount of its outstanding term loan and the Company’s full-year financial guidance and
outlook. 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 press release. 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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