Skip to main content

WW INTERNATIONAL, INC.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

WW$11.31-11.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-07.

0001193125-26-210307

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001193125-26-335166

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 121 previous paragraphs and 173 current paragraphs.

79 unchanged; 36 reworded; 46 added; 4 removed; 2 previous and 12 current paragraphs rearranged.

Tables are not compared: 12 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (46)

Current report

Based on the results of the interim goodwill impairment test performed for our Behavioral and Clinical reporting units and the interim impairment test performed for our trade name indefinite-lived intangible asset, we concluded that no impairments existed as of March 31, 2026 (Successor).

Current report

Certain non-recurring expenses in connection with the management of certain executive matters are included in applicable line items on the unaudited consolidated statements of operations:

Current report

Gross margin was 70.3% for the three months ended June 30, 2026 (Successor), 73.2% for the period from June 25, 2025 through June 30, 2025 (Successor) and 73.7% for the period from March 30, 2025 through June 24, 2025 (Predecessor). The gross margin change was primarily due to a mix shift of our subscriber base to Clinical and an increase in depreciation and amortization expenses.

Current report

Marketing expenses were $47.9 million for the three months ended June 30, 2026 (Successor), $2.8 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $32.1 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). Foreign currency had a de minimis impact on marketing expenses for the three months ended June 30, 2026 (Successor). The change in marketing expenses was primarily due to a deliberate reduction in advertising spend in the prior year period during our financial reorganization.

Current report

The net reorganization gain of $1,143.9 million for the period from March 30, 2025 through June 24, 2025 (Predecessor) related to our emergence from Chapter 11 bankruptcy and primarily consisted of the gain on settlement of liabilities subject to compromise and the impacts of fresh start valuation adjustments.

Current report

During the three months ended June 30, 2026 (Successor), we recorded a $4.6 million gain on extinguishment of debt resulting from the voluntary retirement of $14.6 million in principal under our New Term Loan Facility. The debt was prepaid in May 2026 for a cash payment of $10.0 million, or 68.5% of par value. For additional details, see “—Liquidity and Capital Resources—Long-Term Debt”.

Current report

We historically calculated our interim provision for income taxes by applying an estimated annual effective tax rate (“AETR”) to year-to-date ordinary income or loss. However, for the three months ended June 30, 2026 (Successor), we determined that small variations in estimated full-year ordinary loss would result in significant, unreliable fluctuations in the estimated AETR. Consequently, pursuant to ASC 740-270, the income tax benefit for the three months ended June 30, 2026 (Successor) was computed using a discrete effective tax rate method applied to actual year-to-date results.

Current report

We recorded a tax benefit of $11.2 million for the three months ended June 30, 2026 (Successor) compared to a tax benefit of $0.5 million for the period from June 25, 2025 through June 30, 2025 (Successor) and a tax benefit of $20.9 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). The primary difference between the U.S. federal statutory tax rate and our consolidated effective tax rate for the three months ended June 30, 2026 (Successor) was our valuation allowance on our interest limitation carryforward. For the three months ended June 30, 2025, the difference between the U.S. federal statutory tax rate and our consolidated effective tax rate was our valuation allowance on our deferred tax assets as well as discrete items related to our bankruptcy proceedings during both the Predecessor (ending June 24, 2025) and Successor (ending June 30, 2025) periods.

Current report

Although GAAP requires that we report our results for the period from March 30, 2025 through June 24, 2025 (Predecessor) and the period from June 25, 2025 through June 30, 2025 (Successor) separately, management views certain metric and revenue information for the three months ended June 30, 2025 by combining the results of the applicable Predecessor and Successor periods because management believes such presentation provides the most meaningful comparison of our results to the current period. Although the Predecessor and Successor periods generally are not comparable as they are impacted by fresh start accounting, there are no fresh start adjustments affecting revenue and therefore revenue information has been combined to provide a meaningful understanding of operating trends, which would be consistent with a pro forma calculation under Article 11 of Regulation S-X. Nevertheless, the combined operating results do not reflect the actual results we would have achieved absent our emergence from the Chapter 11 Cases and may not be indicative of future results.

Current report

We cannot adequately benchmark the operating results of the period from June 25, 2025 through June 30, 2025 (Successor) against any of the previous periods reported in our Consolidated Financial Statements without combining it with the period from March 30, 2025 through June 24, 2025 (Predecessor) and do not believe that reviewing the results of this period in isolation would be useful in identifying trends in or reaching conclusions regarding our overall operating performance. Management believes that the key performance metrics such as Subscription Revenue, Incoming and End of Period Subscribers and Monthly Subscription Revenue Per Average Subscriber for the Successor period when combined with the Predecessor period provides more meaningful comparisons to other periods and are useful in identifying current business trends. Accordingly, the tables below present the combined results for the second quarter of fiscal 2025.

Current report

Certain non-recurring expenses in connection with the management of certain executive matters are included in applicable line items on the unaudited consolidated statements of operations:

Current report

Revenue was $330.6 million for the six months ended June 30, 2026 (Successor), $12.2 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $363.6 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). Foreign currency positively impacted our revenue for the six months ended June 30, 2026 (Successor) by $5.1 million. The change in revenue was driven by a decline in Behavioral Subscription Revenue, partially offset by an increase in Clinical Subscription Revenue. The decline in Behavioral Subscription Revenue was primarily due to a lower number of Incoming Behavioral Subscribers compared to the prior year period. The increase in Clinical Subscription Revenue was primarily due to an increase in the number of Incoming Clinical Subscribers compared to the prior year period. Refer to the “Operating Results” section for further details.

Current report

Gross profit was $232.8 million for the six months ended June 30, 2026 (Successor), $8.9 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $263.4 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). Foreign currency positively impacted gross profit for the six months ended June 30, 2026 (Successor) by $4.4 million.

Current report

Gross margin was 70.4% for the six months ended June 30, 2026 (Successor), 73.2% for the period from June 25, 2025 through June 30, 2025 (Successor) and 72.4% for the period from December 29, 2024 through June 24, 2025 (Predecessor). The gross margin change was primarily due to a mix shift of our subscriber base to Clinical and an increase in depreciation and amortization expenses.

Current report

Selling, general and administrative expenses were $98.4 million for the six months ended June 30, 2026 (Successor), $2.9 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $78.5 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). Foreign currency increased selling, general and administrative expenses for the six months ended June 30, 2026 (Successor) by $0.3 million. The change in selling, general and administrative expenses was due to an increase in depreciation and amortization expenses, partially offset by a decline in transaction costs related to strategic alternatives and the Chapter 11 financial reorganization of the Company and continued expense discipline.

Current report

The net reorganization gain of $1,143.9 million for the period from December 29, 2024 through June 24, 2025 (Predecessor) related to our emergence from Chapter 11 bankruptcy and primarily consisted of the gain on settlement of liabilities subject to compromise and the impacts of fresh start valuation adjustments.

Current report

During the six months ended June 30, 2026 (Successor), we recorded a $4.6 million gain on extinguishment of debt resulting from the voluntary retirement of $14.6 million in principal under our New Term Loan Facility. The debt was prepaid in May 2026 for a cash payment of $10.0 million, or 68.5% of par value. For additional details, see “—Liquidity and Capital Resources—Long-Term Debt”.

Current report

We historically calculated our interim provision for income taxes by applying an estimated AETR to year-to-date ordinary income or loss. However, for the six months ended June 30, 2026 (Successor), we determined that small variations in estimated full-year ordinary loss would result in significant, unreliable fluctuations in the estimated AETR. Consequently, pursuant to ASC 740-270, the income tax benefit for the six months ended June 30, 2026 (Successor) was computed using a discrete effective tax rate method applied to actual year-to-date results.

Showing the first 40 of 46 passages. Open the source sections for the rest.

Removed paragraphs (4)

Previous report

Certain non-recurring expenses in connection with the separation from the Company of a non-CEO executive are included in applicable line items on the unaudited consolidated statements of operations:

Previous report

Our effective tax rate was (26.3%) for the three months ended March 31, 2026 (Successor) compared to (45.1%) for the three months ended March 29, 2025 (Predecessor). The effective tax rate for interim periods is determined using an annualized effective tax rate (“AETR”), adjusted for discrete items. The forecasted full-year fiscal 2026 tax expense, which included an increase in valuation allowance against U.S. deferred tax assets, in relation to our forecasted full-year pretax loss, drove the negative AETR. Applying this negative AETR to pretax loss for the three months ended March 31, 2026 (Successor) resulted in an income tax expense of $10.8 million, which is mostly reflected in income taxes payable on our consolidated balance sheet and consolidated statement of cash flows.
Reworded paragraphs (36)

Previous wording

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 “Behavioral” business refers to providing subscriptions to our digital product offerings with the option to add on unlimited access to our workshops. Our “Clinical” business refers to providing subscriptions to our clinical product offerings provided by Weight Watchers Clinic combined with our digital subscription product offerings and unlimited access to our workshops.

Current wording

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 “Behavioral” business refers to providing subscriptions to our digital product offerings with the option to add on unlimited access to our workshops. Our “Clinical” business refers to providing subscriptions to our clinical product offerings provided by Weight Watchers Clinic and third parties combined with our digital subscription product offerings and unlimited access to our workshops.

Previous wording

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. We present within this Quarterly Report on Form 10-Q the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization expenses and share-based compensation expense (“EBITDA”); and EBITDA adjusted for goodwill and other intangible assets impairments, reorganization items, net, transaction costs related to strategic alternatives and Chapter 11 financial reorganization, net restructuring charges, non-Chief Executive Officer (“CEO”) executive separation expenses, and other items as indicated in the reconciliations below that management believes are not indicative of ongoing operations, as applicable, (“Adjusted EBITDA”). See “—Liquidity and Capital Resources—EBITDA and Adjusted EBITDA” for the reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure in each case.

Current wording

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. We present within this Quarterly Report on Form 10-Q the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization expenses and share-based compensation expense (“EBITDA”); and EBITDA adjusted for goodwill and other indefinite-lived intangible asset impairments, reorganization items, net, gain on extinguishment of debt, transaction costs related to strategic alternatives and Chapter 11 financial reorganization, net restructuring charges, non-recurring expenses in connection with the management of certain executive matters, and other items as indicated in the reconciliations below that management believes are not indicative of ongoing operations, as applicable, (“Adjusted EBITDA”). See “—Liquidity and Capital Resources—EBITDA and Adjusted EBITDA” for the reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure in each case.

Previous wording

We review goodwill and other indefinite-lived intangible assets for potential impairment on at least an annual basis or more often if events so require. Impairment is assessed by examining underlying assumptions used to determine fair value including projections of future cash flows, revenue growth rates, operating income margins and discount rates. We also considered the trading value of both our equity and debt. If we determine that it's more likely than not that our intangible assets may be impaired, we use a quantitative approach to assess the asset’s fair value and the amount of the impairment, if any.

Current wording

We review goodwill and other indefinite-lived intangible assets for potential impairment on at least an annual basis or more often if events so require. We performed our annual fair value impairment testing for fiscal 2026 on May 1, 2026 (Successor). Impairment is assessed by examining underlying assumptions used to determine fair value including projections of future cash flows, revenue growth rates, operating income margins and discount rates. We also considered the trading value of both our equity and debt. If we determine that it is more likely than not that our intangible assets may be impaired, we use a quantitative approach to assess the asset’s fair value and the amount of the impairment, if any.

Previous wording

Our Behavioral and Clinical reporting units totaled $161.8 million, or 80.9%, and $38.2 million, or 19.1%, respectively, of our goodwill at the March 31, 2026 (Successor) balance sheet date. Based on the results of the interim goodwill impairment test performed for our Behavioral and Clinical reporting units, we concluded that no goodwill impairment existed as of March 31, 2026 (Successor). However, we identified our Behavioral reporting unit as being at risk for impairment, as the estimated fair value of this reporting unit exceeded its respective carrying value by less than 5% as of March 31, 2026 (Successor).

Current wording

Based on the results of the annual goodwill impairment test performed for our Behavioral and Clinical reporting units, which held 81.0% and 19.0% of our goodwill as of May 1, 2026 (Successor), respectively, we concluded that no goodwill impairment existed as of May 1, 2026 (Successor). However, we identified our Behavioral reporting unit as being at risk for impairment, as the estimated fair value of this reporting unit exceeded its respective carrying value by less than 10% as of May 1, 2026 (Successor).

Previous wording

Based on the results of the interim impairment test performed for our trade name indefinite-lived intangible asset, which comprised all of our other indefinite-lived intangible assets at the March 31, 2026 (Successor) balance sheet date, we concluded that no impairment existed as of March 31, 2026 (Successor). However, we identified our trade name indefinite-lived intangible asset as being at risk for impairment, as the estimated fair value of this asset exceeded its respective carrying value by less than 10% as of March 31, 2026 (Successor).

Current wording

Based on the results of the annual impairment test performed for our trade name indefinite-lived intangible asset, we concluded that no impairment existed as of May 1, 2026 (Successor). However, we identified our trade name indefinite-lived intangible asset as being at risk for impairment, as the estimated fair value of this asset exceeded its respective carrying value by less than 10% as of May 1, 2026 (Successor).

Previous wording

The fair value estimates for our reporting units are sensitive to changes in key assumptions. Adverse changes in the macroeconomic environment, discount rates, forecasted operating results, or other valuation assumptions, as well as further declines in our stock price or market capitalization, could result in a goodwill and other indefinite-lived intangible assets impairments in future periods. We continue to monitor our reporting units for interim impairment indicators. These risks are further described in “Item 1A. Risk Factors” of our 2025 Annual Report on Form 10‑K. For additional information regarding our goodwill and other indefinite-lived intangible assets impairment testing methodology and key assumptions, refer to the Critical Accounting Estimates section included in Item 7 of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (Successor).

Current wording

The fair value estimates for our reporting units are sensitive to changes in key assumptions. Adverse changes in the macroeconomic environment, discount rates, forecasted operating results, or other valuation assumptions, as well as further declines in our stock price or market capitalization, could result in goodwill and other indefinite-lived intangible assets impairments in future periods. We continue to monitor our reporting units for interim impairment indicators. These risks are further described in “Item 1A. Risk Factors” of our 2025 Annual Report on Form 10‑K. For additional information regarding our goodwill and other indefinite-lived intangible assets impairment testing methodology and key assumptions, refer to the Critical Accounting Estimates section included in Item 7 of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025 (Successor).

Previous wording

Included within the operating results are the impact of transaction costs related to strategic alternatives and Chapter 11 financial reorganization, the impact of depreciation and amortization expenses, the net impact of restructuring charges, the impact of share-based compensation expense, and the impact of non-CEO executive separation expenses, as applicable, which are further detailed below.

Current wording

Included within the operating results are the impact of transaction costs related to strategic alternatives and Chapter 11 financial reorganization, the impact of depreciation and amortization expenses, the net impact of restructuring charges, the impact of share-based compensation expense, and the impact of non-recurring expenses in connection with the management of certain executive matters, as applicable, which are further detailed below.

Previous wording

Revenue was $168.3 million for the three months ended March 31, 2026 (Successor) and $186.6 million for the three months ended March 29, 2025 (Predecessor). Foreign currency positively impacted our revenue for the three months ended March 31, 2026 (Successor) by $4.3 million. The change in revenue was driven by a decline in Behavioral Subscription Revenue, partially offset by an increase in Clinical Subscription Revenue. Refer to the “Operating Results” section for further details.

Current wording

Revenue was $162.3 million for the three months ended June 30, 2026 (Successor), $12.2 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $177.0 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). Foreign currency positively impacted our revenue for the three months ended June 30, 2026 (Successor) by $0.8 million. The change in revenue was driven by a decline in Behavioral Subscription Revenue, partially offset by an increase in Clinical Subscription Revenue. The decline in Behavioral Subscription Revenue was primarily due to a lower number of Incoming Behavioral Subscribers compared to the prior year period. The increase in Clinical Subscription Revenue was primarily due to an increase in the number of Incoming Clinical Subscribers compared to the prior year period. Refer to the “Operating Results” section for further details.

Previous wording

Cost of revenue was $49.6 million for the three months ended March 31, 2026 (Successor) and $53.7 million for the three months ended March 29, 2025 (Predecessor). Foreign currency increased cost of revenue for the three months ended March 31, 2026 (Successor) by $0.6 million. The change in cost of revenue was primarily driven by a decrease in revenue and operational efficiency gains across our business offerings from actions taken to reduce our fixed cost base resulting in a more variable cost structure, partially offset by an increase in depreciation and amortization expenses.

Current wording

Cost of revenue was $48.2 million for the three months ended June 30, 2026 (Successor), $3.3 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $46.5 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). Foreign currency increased cost of revenue for the three months ended June 30, 2026 (Successor) by $0.1 million. The change in cost of revenue was primarily driven by a decrease in revenue and operational efficiency gains across our business offerings from actions taken to reduce our fixed cost base resulting in a more variable cost structure, partially offset by an increase in depreciation and amortization expenses.

Previous wording

Gross profit was $118.7 million for the three months ended March 31, 2026 (Successor) and $132.9 million for the three months ended March 29, 2025 (Predecessor). Foreign currency positively impacted gross profit for the three months ended March 31, 2026 (Successor) by $3.7 million.

Current wording

Gross profit was $114.1 million for the three months ended June 30, 2026 (Successor), $8.9 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $130.5 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). Foreign currency positively impacted gross profit for the three months ended June 30, 2026 (Successor) by $0.7 million.

Previous wording

Product development expenses were $8.1 million for the three months ended March 31, 2026 (Successor) and $11.1 million for the three months ended March 29, 2025 (Predecessor). Foreign currency had a de minimis impact on product development expenses for the three months ended March 31, 2026 (Successor). The change in product development expenses was due to an increase in the capitalization rate associated with product and technology initiatives aligned with our website and app rebuild.

Current wording

Product development expenses were $6.4 million for the three months ended June 30, 2026 (Successor), $0.7 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $14.2 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). Foreign currency had no impact on product development expenses for the three months ended June 30, 2026 (Successor). The change in product development expenses was due to an increase in the capitalization rate associated with product and technology initiatives aligned with our website and app rebuild.

Previous wording

Selling, general and administrative expenses were $48.1 million for the three months ended March 31, 2026 (Successor) and $35.6 million for the three months ended March 29, 2025 (Predecessor). Foreign currency increased selling, general and administrative expenses for the three months ended March 31, 2026 (Successor) by $0.3 million. The change in selling, general and administrative expenses was due to an increase in depreciation and amortization expenses, partially offset by a decline in transaction costs associated with the Chapter 11 financial reorganization of the Company, the exit from our corporate headquarters lease, and continued expense discipline.

Current wording

Selling, general and administrative expenses were $50.4 million for the three months ended June 30, 2026 (Successor), $2.9 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $42.9 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). Foreign currency increased selling, general and administrative expenses for the three months ended June 30, 2026 (Successor) by $0.1 million. The change in selling, general and administrative expenses was due to an increase in depreciation and amortization expenses, partially offset by a decline in transaction costs related to strategic alternatives and the Chapter 11 financial reorganization of the Company and continued expense discipline.

Previous wording

Interest expense was $11.5 million for the three months ended March 31, 2026 (Successor) and $27.6 million for the three months ended March 29, 2025 (Predecessor). The change in interest expense was driven by the Chapter 11 financial reorganization and the reduction in Successor debt under the New Term Loan Facility relative to Predecessor debt. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt premium or discount, as applicable) and our average borrowings during each of the respective periods, was 10.46% per annum for the three months ended March 31, 2026 (Successor) and 7.17% per annum for the three months ended March 29, 2025 (Predecessor). See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon.

Current wording

Interest expense was $11.6 million for the three months ended June 30, 2026 (Successor), $0.9 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $11.1 million for the period from March 30, 2025 through June 24, 2025 (Predecessor). The change in interest expense was driven by the Chapter 11 financial reorganization and the reduction in Successor debt under the New Term Loan Facility relative to Predecessor debt. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt premium or discount, as applicable) and our average borrowings during each of the respective periods, was 10.48% per annum for the three months ended June 30, 2026 (Successor), 11.09% per annum for the period from June 25, 2025 through June 30, 2025 (Successor) and 7.12% per annum for the period from March 30, 2025 through June 24, 2025 (Predecessor). See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon.

Previous wording

Other (income) expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, was $0.7 million of income for the three months ended March 31, 2026 (Successor) and $2.2 million of expense for the three months ended March 29, 2025 (Predecessor).

Current wording

Other (income) expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, was $0.4 million of income for the three months ended June 30, 2026 (Successor), $0.9 million of expense for the period from June 25, 2025 through June 30, 2025 (Successor) and $4.5 million of expense for the period from March 30, 2025 through June 24, 2025 (Predecessor).

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The legislation did not have a material impact on our consolidated financial statements.

Current wording

The adoption of the Organization for Economic Cooperation and Development’s global tax reform initiative, which introduced a global minimum tax of 15% applicable to large multinational corporations, did not have an impact during the three months ended June 30, 2026 (Successor). In addition, the One Big Beautiful Bill Act that was signed into law on July 4, 2025 in the U.S., which contains a broad range of tax reform provisions affecting businesses, did not have a material impact on our consolidated financial statements.

Previous wording

The following tables set forth key metrics for the first quarter of fiscal 2026 and the percentage change in those metrics versus the prior year period:

Current wording

The following tables set forth key metrics for the second quarter of fiscal 2026 and the percentage change in those metrics versus the combined second quarter of fiscal 2025:

Previous wording

End of Period Clinical Subscribers in the first quarter of fiscal 2025 included our former compounded GLP-1 offering, which was discontinued on May 22, 2025.

Current wording

End of Period Clinical Subscribers in the combined second quarter of fiscal 2025 included our former compounded GLP-1 offering, which was discontinued on May 22, 2025.

Previous wording

The change in Total Monthly Subscription Revenue Per Average Subscriber was driven primarily by a mix shift of our subscriber base to the Clinical business and Core+ membership tier. Clinical Monthly Subscription Revenue Per Average Subscriber declined primarily driven by a shift to longer term commitment plans, which commit members for more months, but at a lower rate per month, coupled with the discontinuation of our former compounded GLP-1 offering.

Current wording

The change in Total Monthly Subscription Revenue Per Average Subscriber was driven primarily by a shift in mix of our subscriber base to the Clinical business and Core+ membership tier, which have a higher Monthly Subscription Revenue Per Average Subscriber. Clinical Monthly Subscription Revenue Per Average Subscriber declined primarily driven by a shift to longer term commitment plans, which commit members for longer periods, but at a lower rate per month, coupled with the discontinuation of our former compounded semaglutide offering and additional discount promotions within the period.

Previous wording

Restructuring charges consist of expenses associated with the reduction in headcount as a result of certain strategic re-alignments. Restructuring charges include the 2025 Plan, the 2024 Plan and the 2023 Plan. Refer to Note 13 “Restructuring” of the Consolidated Financial Statements for additional information.

Current wording

Restructuring charges consist of expenses associated with the reduction in headcount as a result of certain strategic re-alignments. Restructuring charges include the 2025 Plan, the 2024 Plan and the 2023 Plan. The restructuring charges are included in applicable line items on the unaudited consolidated statements of operations:

Previous wording

Gross margin was 70.5% for the three months ended March 31, 2026 (Successor) and 71.2% for the three months ended March 29, 2025 (Predecessor). The gross margin change was due to a mix shift of our subscriber base to Clinical and an increase in depreciation and amortization expenses, partially offset by the reduction in cost of revenue as a result of operational efficiency gains across our business offerings from actions to reduce our fixed cost base and move to a more variable cost structure.

Current wording

Cost of revenue was $97.8 million for the six months ended June 30, 2026 (Successor), $3.3 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $100.2 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). Foreign currency increased cost of revenue for the six months ended June 30, 2026 (Successor) by $0.7 million. The change in cost of revenue was primarily driven by a decrease in revenue and operational efficiency gains across our business offerings from actions taken to reduce our fixed cost base resulting in a more variable cost structure, partially offset by an increase in depreciation and amortization expenses.

Previous wording

Marketing expenses were $92.9 million for the three months ended March 31, 2026 (Successor) and $78.8 million for the three months ended March 29, 2025 (Predecessor). Foreign currency increased marketing expenses for the three months ended March 31, 2026 (Successor) by $1.0 million. The change in marketing expenses was primarily due to strategic brand investment to drive awareness of our Med+ membership tier during peak season and lower than typical peak season spend in the prior year period.

Current wording

Marketing expenses were $140.8 million for the six months ended June 30, 2026 (Successor), $2.8 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $110.9 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). Foreign currency increased marketing expenses for the six months ended June 30, 2026 (Successor) by $1.0 million. The change in marketing expenses was primarily due to a deliberate reduction in advertising spend in the prior year period during our financial reorganization.

Previous wording

For the three months ended March 31, 2026 (Successor), 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. The adoption of the Organization for Economic Cooperation and Development’s global tax reform initiative, which introduced a global minimum tax of 15% applicable to large multinational corporations, did not have an impact on the first quarter of fiscal 2026 (Successor). For the three months ended March 29, 2025 (Predecessor), 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 expense related to the Base Erosion and Anti-Abuse Tax, partially offset by a tax benefit related to foreign-derived intangible income.

Current wording

The adoption of the Organization for Economic Cooperation and Development’s global tax reform initiative, which introduced a global minimum tax of 15% applicable to large multinational corporations, did not have an impact during the six months ended June 30, 2026 (Successor). In addition, the One Big Beautiful Bill Act that was signed into law on July 4, 2025 in the U.S., which contains a broad range of tax reform provisions affecting businesses, did not have a material impact on our consolidated financial statements.

Previous wording

The decline in Behavioral Subscription Revenue was primarily due to the lower number of Incoming Behavioral Subscribers versus the prior year period, which were impacted by bankruptcy-related media coverage, in particular within our international markets, and ongoing Behavioral recruitment challenges reflecting secular headwinds. These were partially offset by higher Monthly Subscription Revenue Per Average Subscriber and subscriber growth within our Core+ membership tier. The increase in Clinical Subscription Revenue was primarily due to increased consumer awareness of our Med+ membership tier, strong demand for access to lower priced GLP-1 options including the new Wegovy pill, focused marketing investments during peak season, and the migration of existing Behavioral Subscribers into our Clinical business.

Current wording

The decline in Behavioral Subscription Revenue was primarily due to the lower number of Incoming Behavioral Subscribers versus the prior year period and ongoing Behavioral recruitment challenges reflecting secular headwinds. These were partially offset by higher Monthly Subscription Revenue Per Average Subscriber and subscriber growth within our Core+ membership tier compared to the prior year period. The increase in Clinical Subscription Revenue was primarily due to increased consumer awareness of our Med+ membership tier, strong demand for access to lower priced GLP-1 options including the Wegovy pill, focused marketing investments during peak season, and the migration of existing Behavioral Subscribers into our Clinical business.

Previous wording

We have experienced and expect to continue to experience significant market disruption and competitive pressures, and shifts in consumer behavior in the weight loss category. This includes a rapid adoption of GLP-1 and other medications available as weight-loss options, an evolving regulatory landscape, and significantly increased competition from new entrants. These factors have negatively impacted our 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. Further, we have historically had recurring net losses.

Current wording

We have experienced and expect to continue to experience significant market disruption and competitive pressures, and shifts in consumer behavior in the weight loss category. This includes a rapid adoption of GLP-1 and other medications available as weight-loss options, an evolving regulatory landscape, and significantly increased competition from new entrants. These factors have negatively impacted our 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. Further, we have historically had recurring net losses.

Previous wording

Our principal sources of liquidity are cash and cash equivalents and cash flows from operations. Our primary cash needs are funding our operations and global strategic initiatives, meeting debt service requirements and other financing commitments. We had unrestricted cash on hand of $120.9 million as of March 31, 2026 (of which $50.7 million is maintained at foreign subsidiaries). Given our current and forecasted liquidity position, we do not foresee needing access to additional sources of liquidity in the next 12 months.

Current wording

Our principal sources of liquidity are cash and cash equivalents and cash flows from operations. Our primary cash needs are funding our operations and global strategic initiatives, meeting debt service requirements and other financing commitments. We had unrestricted cash on hand of $101.5 million as of June 30, 2026. Given our current and forecasted liquidity position, we do not foresee needing access to additional sources of liquidity in the next 12 months.

Previous wording

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, as of:

Current wording

The following table sets forth certain relevant measures of our balance sheet working capital deficit, excluding cash and cash equivalents, as of:

Previous wording

The following table sets forth a summary of the primary factors contributing to our balance sheet working capital deficit, excluding cash and cash equivalents and current portion of long-term debt, net, as of:

Current wording

The following table sets forth a summary of the primary factors contributing to our balance sheet working capital deficit, excluding cash and cash equivalents, as of:

Previous wording

Net cash used for operating activities was $33.5 million for the three months ended March 31, 2026 (Successor) and net cash provided by operating activities was $15.0 million for the three months ended March 29, 2025 (Predecessor). The change in net cash (used for) provided by operating activities was primarily attributable to a decrease in accounts payable and accrued liabilities due to the timing of payments and an increase in marketing spend.

Current wording

Net cash used for operating activities was $9.3 million for the six months ended June 30, 2026 (Successor), net cash provided by operating activities was $11.5 million for the period from June 25, 2025 through June 30, 2025 (Successor) and net cash used for operating activities was $34.4 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). The change in net cash (used for) provided by operating activities, excluding the impact of the non-cash reorganization items, net, was primarily attributable to a decrease in accounts payable due to the timing of payments.

Previous wording

Net cash used for investing activities was $5.8 million for the three months ended March 31, 2026 (Successor) and $3.2 million for the three months ended March 29, 2025 (Predecessor). The change in net cash used for investing activities was primarily attributable to an increase in capitalized software and website development expenditures.

Current wording

Net cash used for investing activities was $11.9 million for the six months ended June 30, 2026 (Successor), $0.2 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $6.3 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). The change in net cash used for investing activities was primarily attributable to an increase in capitalized software and website development expenditures.

Previous wording

There were no financing cash flows for the three months ended March 31, 2026 (Successor). Net cash provided by financing activities was $171.2 million for the three months ended March 29, 2025 (Predecessor), which was primarily attributable to borrowings on the Prepetition Revolving Credit Facility.

Current wording

Net cash used for financing activities was $36.8 million for the six months ended June 30, 2026 (Successor), which was attributable to the debt prepayments made in May 2026 and June 2026 as discussed below. There were no financing cash flows for the period from June 25, 2025 through June 30, 2025 (Successor). Net cash provided by financing activities was $153.9 million for the period from December 29, 2024 through June 24, 2025 (Predecessor), which was primarily attributable to borrowings on the Prepetition Revolving Credit Facility.

Previous wording

Total interest expense on long-term debt, inclusive of amortization of deferred financing costs and debt premium, amounted to $12.2 million for the three months ended March 31, 2026 (Successor). Total interest expense on long-term debt, inclusive of amortization of deferred financing costs and debt discounts, amounted to $28.2 million for the three months ended March 29, 2025 (Predecessor).

Current wording

Total interest expense on long-term debt, inclusive of amortization of deferred financing costs and debt premium, amounted to $12.0 million and $24.2 million for the three and six months ended June 30, 2026 (Successor), respectively. In the period from June 25, 2025 through June 30, 2025 (Successor), total interest expense on long-term debt, inclusive of amortization of deferred financing costs, amounted to $0.9 million. Total interest expense on long-term debt, inclusive of amortization of deferred financing costs and debt discounts, amounted to $11.1 million and $38.7 million for the period from March 30, 2025 through June 24, 2025 (Predecessor) and the period from December 29, 2024 through June 24, 2025 (Predecessor), respectively.

Previous wording

As of March 31, 2026 (Successor) and December 31, 2025 (Successor), our debt consisted of variable-rate instruments. The weighted average interest rate (which includes amortization of deferred financing costs and debt premium) on our outstanding debt was approximately 10.46% and 10.91% per annum at March 31, 2026 (Successor) and December 31, 2025 (Successor), respectively, based on interest rates on these dates.

Current wording

As of June 30, 2026 (Successor) and December 31, 2025 (Successor), our debt consisted of variable-rate instruments. The weighted average interest rate (which includes amortization of deferred financing costs and debt premium) on our outstanding debt was approximately 10.47% and 10.91% per annum at June 30, 2026 (Successor) and December 31, 2025 (Successor), respectively, based on interest rates on these dates.

Previous wording

On April 27, 2026, we commenced a voluntary solicitation for prepayment of up to $10.0 million in cash to prepay a portion of our New Term Loan Facility at a discount. The solicitation expired on April 30, 2026 and was fully subscribed at 68.5% of par. As a result, we expect the repayment to reduce the outstanding principal on our New Term Loan Facility by $14.6 million.

Current wording

In May 2026, we made a voluntary prepayment of $10.0 million in cash to prepay a portion of our New Term Loan Facility at 68.5% of par, thus reducing the outstanding principal on our New Term Loan Facility by $14.6 million. As a result of this prepayment, we recorded a gain on extinguishment of debt of $4.6 million in the second quarter of fiscal 2026.

Previous wording

We are required to prepay (a) 100% of the unrestricted cash held by us and our subsidiaries in excess of $100.0 million applicable to the last 10 calendar days of the first quarter of each fiscal year, (b) 100% of the proceeds from the sale of certain assets and proceeds of certain casualty events, and (c) 100% of incurrence of any new debt proceeds unless such incurrence is permitted under the credit agreement. Other than the mandatory prepayments of excess unrestricted cash as described above, we are also required to pay a prepayment premium of: (a) for the first eighteen months following the Emergence Date, 2.00% of the aggregate principal amount of prepayments or refinancings of the New Term Loan Facility in excess of $200.0 million, (b) from the eighteen-month anniversary of the Emergence Date to the second anniversary of the Emergence Date, 2.00% of the aggregate principal amount of prepayments or refinancings of the New Term Loan Facility, and (c) from the second anniversary of the Emergence Date to the third anniversary of the Emergence Date, 1.00% of the aggregate principal amount of prepayments or refinancings of the New Term Loan Facility. All prepayments of the principal balance of outstanding loans under the New Term Loan Facility are subject to customary “breakage” costs with respect to Term SOFR loans under the New Term Loan Facility. Accordingly, we classified $26.8 million in aggregate principal as a current liability on our unaudited consolidated balance sheet at March 31, 2026 (Successor) for the annual cash sweep prepayment amount, which is due to be paid on June 24, 2026.

Current wording

We are required to prepay (a) 100% of the unrestricted cash held by us and our subsidiaries in excess of $100.0 million applicable to the last 10 calendar days of the first quarter of each fiscal year, (b) 100% of the proceeds from the sale of certain assets and proceeds of certain casualty events, and (c) 100% of incurrence of any new debt proceeds unless such incurrence is permitted under the credit agreement. Other than the mandatory prepayments of excess unrestricted cash as described above, we are also required to pay a prepayment premium of: (a) for the first eighteen months following the Emergence Date, 2.00% of the aggregate principal amount of prepayments or refinancings of the New Term Loan Facility in excess of $200.0 million, (b) from the eighteen-month anniversary of the Emergence Date to the second anniversary of the Emergence Date, 2.00% of the aggregate principal amount of prepayments or refinancings of the New Term Loan Facility, and (c) from the second anniversary of the Emergence Date to the third anniversary of the Emergence Date, 1.00% of the aggregate principal amount of prepayments or refinancings of the New Term Loan Facility. All prepayments of the principal balance of outstanding loans under the New Term Loan Facility are subject to customary “breakage” costs with respect to Term SOFR loans under the New Term Loan Facility. Accordingly, in June 2026, we made our annual cash sweep prepayment of $26.8 million to prepay a portion of our New Term Loan Facility at par.

Previous wording

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, which allows for shares to be purchased from time to time in the open market or through privately negotiated transactions and has no expiration date. 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, of which $208.9 million remained unutilized as of March 31, 2026 (Successor). During the three months ended March 31, 2026 (Successor) and the three months ended March 29, 2025 (Predecessor), we repurchased no shares of our common stock under this program. Notwithstanding the foregoing terms, we do not expect to conduct any repurchases of our common stock under this pre-bankruptcy authorized share repurchase program. We expect future share repurchases, if any, to be made under a new or modified share repurchase program authorized by our Board of Directors. Any future determination to enact a share repurchase program 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 applicable provisions of Virginia law and such other factors our Board of Directors may deem relevant. In addition, our ability to repurchase shares of our common stock may be limited by covenants in our existing indebtedness agreements and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future.

Current wording

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, which allows for shares to be purchased from time to time in the open market or through privately negotiated transactions and has no expiration date. 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, of which $208.9 million remained unutilized as of June 30, 2026 (Successor). During the six months ended June 30, 2026 (Successor), the period from June 25, 2025 through June 30, 2025 (Successor) and the period from December 29, 2024 through June 24, 2025 (Predecessor), we repurchased no shares of our common stock under this program. Notwithstanding the foregoing terms, we do not expect to conduct any repurchases of our common stock under this pre-bankruptcy authorized share repurchase program. We expect future share repurchases, if any, to be made under a new or modified share repurchase program authorized by our Board of Directors. Any future determination to enact a share repurchase program 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 applicable provisions of Virginia law and such other factors our Board of Directors may deem relevant. In addition, our ability to repurchase shares of our common stock may be limited by covenants in our existing indebtedness agreements and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future.

Previous wording

The table below sets forth the reconciliations for EBITDA and Adjusted EBITDA, each a non-GAAP financial measure, to net loss, the most comparable GAAP financial measure, for the three months ended March 31, 2026 (Successor) and the three months ended March 29, 2025 (Predecessor):

Current wording

The table below sets forth the reconciliations for EBITDA and Adjusted EBITDA, each a non-GAAP financial measure, to net income (loss), the most comparable GAAP financial measure, for the periods presented:
Rearranged current paragraphs (12)

Current report — wording carried from elsewhere

The decline in Behavioral Subscription Revenue was primarily due to the lower number of Incoming Behavioral Subscribers versus the prior year period and ongoing Behavioral recruitment challenges reflecting secular headwinds. These were partially offset by higher Monthly Subscription Revenue Per Average Subscriber and subscriber growth within our Core+ membership tier compared to the prior year period. The increase in Clinical Subscription Revenue was primarily due to increased consumer awareness of our Med+ membership tier, strong demand for access to lower priced GLP-1 options including the Wegovy pill, and focused marketing investments.

Current report — wording carried from elsewhere

The table below sets forth selected financial information from our consolidated statements of operations for the periods presented:

Current report — wording carried from elsewhere

Included within the operating results are the impact of transaction costs related to strategic alternatives and Chapter 11 financial reorganization, the impact of depreciation and amortization expenses, the net impact of restructuring charges, the impact of share-based compensation expense, and the impact of non-recurring expenses in connection with the management of certain executive matters, as applicable, which are further detailed below.

Current report — wording carried from elsewhere

Certain non-recurring transaction costs related to strategic alternatives and Chapter 11 financial reorganization are included in applicable line items on the unaudited consolidated statements of operations:

Current report — wording carried from elsewhere

Depreciation and amortization expenses are included in applicable line items on the unaudited consolidated statements of operations:

Current report — wording carried from elsewhere

Share-based compensation expense is included in applicable line items on the unaudited consolidated statements of operations:

Current report — wording carried from elsewhere

Product development expenses were $14.5 million for the six months ended June 30, 2026 (Successor), $0.7 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $25.3 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). Foreign currency had a de minimis impact on product development expenses for the six months ended June 30, 2026 (Successor). The change in product development expenses was due to a reduction in labor costs and an increase in the capitalization rate associated with product and technology initiatives aligned with our website and app rebuild.

Current report — wording carried from elsewhere

Interest expense was $23.1 million for the six months ended June 30, 2026 (Successor), $0.9 million for the period from June 25, 2025 through June 30, 2025 (Successor) and $38.7 million for the period from December 29, 2024 through June 24, 2025 (Predecessor). The change in interest expense was driven by the Chapter 11 financial reorganization and the reduction in Successor debt under the New Term Loan Facility relative to Predecessor debt. The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt premium or discount, as applicable) and our average borrowings during each of the respective periods, was 10.47% per annum for the six months ended June 30, 2026 (Successor), 11.09% per annum for the period from June 25, 2025 through June 30, 2025 (Successor) and 7.14% per annum for the period from December 29, 2024 through June 24, 2025 (Predecessor). See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon.

Current report — wording carried from elsewhere

Other (income) expense, net, which consists primarily of the impact of foreign currency on intercompany transactions, was $1.2 million of income for the six months ended June 30, 2026 (Successor), $0.9 million of expense for the period from June 25, 2025 through June 30, 2025 (Successor) and $6.7 million of expense for the period from December 29, 2024 through June 24, 2025 (Predecessor).

Current report — wording carried from elsewhere

The following tables set forth key metrics for the first six months of fiscal 2026 and the percentage change in those metrics versus the combined first six months of fiscal 2025:

Current report — wording carried from elsewhere

End of Period Clinical Subscribers in the combined first six months of fiscal 2025 included our former compounded GLP-1 offering, which was discontinued on May 22, 2025.

Current report — wording carried from elsewhere

The change in Total Monthly Subscription Revenue Per Average Subscriber was driven primarily by a shift in mix of our subscriber base to the Clinical business and Core+ membership tier, which have a higher Monthly Subscription Revenue Per Average Subscriber. Clinical Monthly Subscription Revenue Per Average Subscriber declined primarily driven by a shift to longer term commitment plans, which commit members for longer periods, but at a lower rate per month, coupled with the discontinuation of our former compounded semaglutide offering and additional discount promotions within the period.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

“fiscal 2023” refers to our fiscal year ended December 30, 2023;

Previous report — wording carried elsewhere

“fiscal 2024” refers to our fiscal year ended December 28, 2024;