WW INTERNATIONAL INC

Executive Agreements

On February 26, 2025, the Board appointed Tara Comonte as President and Chief Executive Officer of the Company, removing her interim status effective immediately. In addition, in connection with her appointment to this permanent role, the Compensation and Benefits Committee of the Board (the “Compensation Committee”) recommended, and the Board approved entry into an employment agreement (the “Employment Agreement”) with Ms. Comonte with a term through March 31, 2026, subject to extension by mutual agreement, and a restrictive covenant agreement. Pursuant to the Employment Agreement, Ms. Comonte’s base salary will remain the same and she will receive a cash award of $4.5 million payable as soon as practicable following entry into the Employment Agreement. This award is in lieu of any annual cash bonus with respect to fiscal 2025 or any long-term incentive award in 2025. The award is subject to repayment by Ms. Comonte if prior to the earlier of (i) January 31, 2026 and (ii) 60 days following the consummation of a Change in Control, she is terminated by the Company for Cause, she resigns other than for Modified Good Reason prior to a Change in Control or she resigns other than for Good Reason following a Change in Control (as such terms are defined in the Employment Agreement). Commencing in 2026, Ms. Comonte will be eligible for an annual bonus with a target of 150% of her base salary and a long-term incentive award with a target of 400% of her base salary. The Company will reimburse Ms. Comonte’s legal fees incurred in connection with the negotiation of the Employment Agreement up to $20,000.

If, during the term of the Employment Agreement, Ms. Comonte’s employment is terminated (i) by the Company without Cause, (ii) due to a resignation for Modified Good Reason prior to a Change in Control or (iii) due to a resignation for Good Reason following a Change in Control, subject to her execution of a release and compliance with the restrictive covenants to which she is subject she will not be subject to repayment of the award described above and she will receive: (i) any unpaid annual cash bonus in respect of any completed fiscal year prior to the date of termination; (ii) a prorated target annual cash bonus for the performance year in which the date of termination occurs; and (iii) salary continuation and supplemental health insurance coverage for six months or, if longer, through March 31, 2026.

On February 26, 2025, the Compensation Committee of the Board approved a cash award of $1.0 million to Felicia DellaFortuna, the Company’s Chief Financial Officer, with the same terms as the award granted to Ms. Comonte. In connection with the grant of the award, Ms. DellaFortuna entered into a restrictive covenant agreement of the same form as Ms. Comonte. This award is in lieu of any annual cash bonus with respect to fiscal 2025 or any long-term incentive award in 2025 and serves as the Supplemental Plan (as defined in her offer letter from the Company, effective as of January 1, 2025).

The foregoing descriptions are qualified in their entirety by reference to the text of Ms. Comonte’s Employment Agreement and Ms. DellaFortuna’s award letter, both of which will be filed with the Company’s Quarterly Report on Form 10‑Q for the period ending March 30, 2025.

Board Change

On February 25, 2025, Julie Rice notified the Company’s Secretary of her resignation as a director of the Company, effective as of 11:59 p.m. on that same date, and the size of the Board was reduced from eight members to seven effective February 26, 2025. Her decision was not the result of any disagreement with the Company or the Board.

Insider Arrangements and Policies

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 orterminated by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the quarter ended December 28, 2024, 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 orterminated, nor were any such arrangements modified, by our directors or officers during such period.