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WW INTERNATIONAL, INC.

For the period ended Dec 31, 2025. Filed Mar 16, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 16, 2026

WW$12.02+9.6%Stored close · as of Nov 10, 2026

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Contents

Schedule II—Valuation and Qualifying Accounts and Reserves

Additions
Balance at · Charged to · Charged · Balance at
Beginning · Costs and · to Other · Deductions · End
of PeriodExpensesAccounts(1)of Period
FISCAL YEAR ENDED DECEMBER 30, 2023 (PREDECESSOR)
Allowance for credit losses$976$1,306$—$(1,241)$1,041
Inventory and other reserves$6,468$7,350$—$(4,930)$8,888
Tax valuation allowance$35,818$53,946$110$(73)$89,801
FISCAL YEAR ENDED DECEMBER 28, 2024 (PREDECESSOR)
Allowance for credit losses$1,041$17,205$—$(15,080)$3,166
Inventory and other reserves$8,888$72$—$(5,028)$3,932
Tax valuation allowance$89,801$83,431$6,068$(849)$178,451
PERIOD FROM DECEMBER 29, 2024 THROUGH JUNE 24, 2025 (PREDECESSOR)
Allowance for credit losses$3,166$5,592$—$(6,748)$2,010
Inventory and other reserves$3,932$(1)$—$104$4,035
Tax valuation allowance$178,451$—$(2,184)$(72,080)$104,187
PERIOD FROM JUNE 25, 2025 THROUGH DECEMBER 31, 2025 (SUCCESSOR)
Allowance for credit losses$—$6,617$—$(4,966)$1,651
Inventory and other reserves$—$(2)$—$2$—
Tax valuation allowance$104,187$—$222$2,407$106,816

(1)

Primarily represents the utilization of established reserves, net of recoveries, where applicable.

EXHIBIT INDEX

Exhibit NumberDescription
**2.1Agreement 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).
**2.2First Amended Joint Prepackaged Plan of Reorganization, dated May 30, 2025 (the “Plan”) (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, as filed on June 2, 2025 (File No. 001-16769), and incorporated herein by reference).
**2.3Amended Plan Supplement, dated June 12, 2025 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, as filed on June 12, 2025 (File No. 001-16769), and incorporated herein by reference).
**2.4Confirmation Order, dated June 17, 2025 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, as filed on June 18, 2025 (File No. 001-16769), and incorporated herein by reference).
**3.1Third Amended and Restated Articles of Incorporation of WW International, Inc. (effective as of June 24, 2025) (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed on June 25, 2025 (File No. 001-16769), and incorporated herein by reference).
**3.2Amended and Restated Bylaws of WW International, Inc. (effective as of June 24, 2025) (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, as filed on June 25, 2025 (File No. 001-16769), and incorporated herein by reference).
*4.1Description of Securities.
**10.1Senior Secured Credit Agreement, dated as of June 24, 2025, among WW International, Inc., as borrower, the lenders party thereto and Wilmington Savings Fund Society, FSB, as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed on June 25, 2025 (File No. 001-16769), and incorporated herein by reference).
**10.2Restructuring Support Agreement, dated as of May 6, 2025, among the Company Parties and the Consenting Creditors (“Restructuring Support Agreement”) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed on May 7, 2025 (File No. 001-16769), and incorporated herein by reference).
**10.3Amendment via Email Correspondence, dated May 30, 2025, to the Restructuring Support Agreement (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, as filed on August 11, 2025 (File No. 001-16769), and incorporated herein by reference).
**10.4License Agreement, dated as of September 29, 1999, between WW Foods, LLC and Weight Watchers International, Inc. (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-4, as filed on December 2, 1999 (File No. 333-92005), and incorporated herein by reference).
**10.5LLC Agreement, dated as of September 29, 1999, between H.J. Heinz Company and Weight Watchers International, Inc. (filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-4, as filed on December 2, 1999 (File No. 333-92005), and incorporated herein by reference).
**10.6Operating Agreement, dated as of September 29, 1999, between Weight Watchers International, Inc. and H.J. Heinz Company (filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-4, as filed on December 2, 1999 (File No. 333-92005), and incorporated herein by reference).
Exhibit NumberDescription
**10.7Amendment to Operating Agreement, dated August 4, 2009, by and between Weight Watchers International, Inc. and H.J. Heinz Company (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009, as filed on November 12, 2009 (File No. 001-16769), and incorporated herein by reference).
**10.8Amendment to Agreements, dated as of October 1, 2002, by and between Weight Watchers International, Inc., WW Foods, LLC and H.J. Heinz Company (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009, as filed on November 12, 2009 (File No. 001-16769), and incorporated herein by reference).
†**10.9WW International, Inc. 2025 Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed on June 25, 2025 (File No. 001-16769), and incorporated herein by reference).
†*10.10Form of Term Sheet for Employee Restricted Stock Unit Awards and Form of Terms and Conditions for Employee Restricted Stock Unit Awards.
†*10.11Form of Term Sheet for Employee Performance Stock Unit Awards and Form of Terms and Conditions for Employee Performance Stock Unit Awards.
†*10.12Form of Term Sheet for Employee Cash Award and Form of Terms and Conditions for Employee Cash Award.
†**10.13Form of Offer Letter for WW International, Inc. new directors (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025, as filed on August 11, 2025 (File No. 001-16769), and incorporated herein by reference).
†**10.14Legacy Form of Amended and Restated Restricted Stock Agreement for Weight Watchers International, Inc. non-employee directors (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014, as filed on August 7, 2014 (File No. 001-16769), and incorporated herein by reference).
†**10.15Form of Indemnification Agreement for WW International, Inc. directors and executive officers (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, as filed on November 6, 2025 (File No. 001-16769), and incorporated herein by reference).
†**10.16Second Amended and Restated Weight Watchers Executive Profit Sharing Plan, August 1, 2012 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2012, as filed on November 8, 2012 (File No. 001-16769), and incorporated herein by reference).
†**10.17Form of Continuity Agreement between WW International, Inc. and certain key executives (Chief Financial Officer and Chief Legal Officer) (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, as filed on May 6, 2025 (File No. 001-16769), and incorporated herein by reference).
†**10.18Employment Agreement, dated February 26, 2025, by and between WW International, Inc. and Tara Comonte (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, as filed on May 6, 2025 (File No. 001-16769), and incorporated herein by reference).
†**10.19Offer Letter, dated as of November 26, 2024, by and between WW International, Inc. and Felicia DellaFortuna (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, as filed on May 6, 2025 (File No. 001-16769), and incorporated herein by reference).
Exhibit NumberDescription
†**10.20Retention Award Agreement, dated February 25, 2025, by and between WW International, Inc. and Felicia DellaFortuna (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, as filed on May 6, 2025 (File No. 001-16769), and incorporated herein by reference).
†**10.21Offer Letter, dated January 30, 2024, by and between WW International, Inc. and Jacqueline Cooke (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, as filed on May 6, 2025 (File No. 001-16769), and incorporated herein by reference).
†**10.22Retention Award Agreement, dated February 25, 2025, by and between WW International, Inc. and Jacqueline Cooke (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2025, as filed on May 6, 2025 (File No. 001-16769), and incorporated herein by reference).
*19.1WW International, Inc. Amended and Restated Securities Trading Policy effective as of December 8, 2025.
*21.1Subsidiaries of WW International, Inc.
*23.1Consents of Independent Registered Public Accounting Firm.
*31.1Rule 13a-14(a) Certification by Tara Comonte, Chief Executive Officer.
*31.2Rule 13a-14(a) Certification by Felicia DellaFortuna, Chief Financial Officer.
*32.1Certification 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.
**97.1WW International, Inc. Incentive Compensation Clawback Policy (as adopted on November 2, 2023 pursuant to Nasdaq Rule 5608) (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, as filed on February 28, 2024 (File No. 001-16769), and incorporated herein by reference).
*EX-101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
*Exhibit 104The cover page from WW International, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments).
  • Filed herewith.

** Previously filed.

† Represents a management arrangement or compensatory plan.

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