WW INTERNATIONAL, INC.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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Jun 30, 2026 · Filed Aug 5, 2026
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Notes to Unaudited Consolidated Financial Statements
Basis of Presentation
The accompanying consolidated financial statements include the accounts of WW International, Inc., all of its subsidiaries and the variable interest entities of which WW International, Inc. is the primary beneficiary. The terms “Company” and “WW” as used throughout these notes are used to indicate WW International, Inc. and all of its operations consolidated for purposes of its financial statements. The Company’s “Behavioral” business refers to providing subscriptions to the Company’s digital product offerings with the option to add on unlimited access to the Company’s workshops. The Company’s “Clinical” business refers to providing subscriptions to the Company’s clinical product offerings provided by Weight Watchers Clinic and third parties combined with the Company’s digital subscription product offerings and unlimited access to the Company’s workshops.
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include amounts that are based on management’s best estimates and assumptions. While all available information has been considered, actual amounts could differ from those estimates. These estimates and assumptions may change as new events occur and additional information is obtained, and such future changes may have an adverse impact on the Company’s results of operations, financial position and liquidity. The consolidated financial statements include all of the Company’s majority-owned subsidiaries. All entities acquired, and any entity of which a majority interest was acquired, are included in the consolidated financial statements from the date of acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s operating results for any interim period are not necessarily indicative of future or annual results. The consolidated financial statements are unaudited and, accordingly, they do not include all of the information necessary for a comprehensive presentation of results of operations, financial position and cash flow activity required by GAAP for complete financial statements but, in the opinion of management, reflect all adjustments, including those of a normal recurring nature, necessary for a fair statement of the interim results presented.
These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for fiscal 2025 filed on March 16, 2026, which includes additional information about the Company, its results of operations, its financial position and its cash flows.
Emergence from Bankruptcy
As previously disclosed, on May 6, 2025 (the “Petition Date”), WW International, Inc. and its subsidiaries WW North America Holdings, LLC, WW Canada Holdco, Inc., WW.com, LLC, W Holdco, Inc., WW Health Solutions, Inc., Weekend Health, Inc. and WW NewCo, Inc. (the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). Subsequently, on May 30, 2025, the Debtors filed with the Court the First Amended Joint Prepackaged Plan of Reorganization of WW International, Inc. and its Debtor Affiliates, Docket No. 143 (as supplemented, the “Plan”), and on June 24, 2025 (the “Emergence Date”), the Debtors emerged from the Chapter 11 Cases in accordance with the Plan.
Between the Petition Date and the Emergence Date, the Debtors entered into certain first day motions and received approval from the Court to take certain operating actions under the supervision of the Court. The effect of the Debtors’ emergence from bankruptcy has been applied to the financial statements as of the close of business on June 24, 2025.
As used herein, references to “Predecessor” relate to the Company and its operations prior to and including the Emergence Date and references to “Successor” relate to the Company and its operations after the Emergence Date.
In accordance with the application of fresh start accounting, the Company allocated its reorganization value to its individual assets and liabilities based on their estimated fair value. Accordingly, the Successor’s unaudited consolidated financial statements after June 24, 2025 are not comparable with the Predecessor’s unaudited consolidated financial statements as of or prior to that date. The fair value of the assets and liabilities following the reorganization may differ from their recorded values as reflected on the historical balance sheet of the Predecessor.
All estimates, assumptions, valuations and financial projections related to fresh start accounting, including the fair value adjustments, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond the Company’s control. Accordingly, no assurances can be provided that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially.
The Debtors applied Accounting Standards Codification (“ASC”) 852, Reorganizations, during the period from the Petition Date to the Emergence Date. The prepetition liabilities that are unsecured, under-secured or where it could not be determined that the liabilities are fully secured, were classified to “Liabilities subject to compromise” through the Emergence Date. For the period from the Petition Date to the Emergence Date, the Predecessor prepared the unaudited financial statements by distinguishing transactions associated with the reorganization as separate from activities related to the ongoing operations of the business. Accordingly, certain expenses, realized gains and losses and provisions for losses that were realized or incurred during and directly related to the Chapter 11 Cases, including fresh start valuation adjustments and gains on liabilities subject to compromise, were recorded as reorganization items, net in the unaudited consolidated statements of operations in the Predecessor period.
Due to the lack of comparability with historical financial statements, the Company’s unaudited financial statements and related footnotes are presented with a “black line” that separates the Predecessor and Successor periods to emphasize the lack of comparability between amounts presented after the Emergence Date and amounts presented for all prior periods. The Successor’s financial results for future periods following the application of fresh start accounting will be different from historical trends and the differences may be material.
Liquidity
As noted above, the Debtors voluntarily commenced and completed a prepackaged bankruptcy filing under Chapter 11 of the Bankruptcy Code to restructure the Company’s debt and allow increased operating cash flow for funding its operations and strategic initiatives. The Company has experienced and expects 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 the Company’s 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, the Company has historically had recurring net losses.
The Company’s principal sources of liquidity are cash and cash equivalents and cash flows from operations. The Company’s primary cash needs are funding its operations and global strategic initiatives, meeting debt service requirements and other financing commitments. The Company had unrestricted cash on hand of $101,497 as of June 30, 2026 (Successor). Given the Company’s current and forecasted liquidity position, it does not foresee needing access to additional sources of liquidity in the next 12 months.
Leases
The Company’s lease assets and lease liabilities for its studios and corporate offices were as follows:
| Successor | ||
|---|---|---|
| June 30, | December 31, | |
| 2026 | 2025 | |
| Assets: | ||
| Operating leases | $2,148 | $2,933 |
| Total lease assets | $2,148 | $2,933 |
| Liabilities: | ||
| Current | ||
| Operating leases | $991 | $1,260 |
| Noncurrent | ||
| Operating leases | 1,325 | 1,893 |
| Total lease liabilities | $2,316 | $3,153 |
The components of the Company’s lease cost were as follows:
| Successor · Predecessor | |||
|---|---|---|---|
| Period from · Period from | |||
| Three Months Ended | June 25, 2025 | March 30, 2025 | |
| June 30, 2026 | through June 30, 2025 | through June 24, 2025 | |
| Operating lease cost: | |||
| Fixed lease cost | $442 | $17 | $3,114 |
| Lease termination cost | — | — | 740 |
| Variable lease cost | — | — | 2 |
| Total operating lease cost | $442 | $17 | $3,856 |
| Successor · Predecessor | |||
|---|---|---|---|
| Period from · Period from | |||
| Six Months Ended | June 25, 2025 | December 29, 2024 | |
| June 30, 2026 | through June 30, 2025 | through June 24, 2025 | |
| Operating lease cost: | |||
| Fixed lease cost | $886 | $17 | $6,574 |
| Lease termination cost | — | — | 740 |
| Variable lease cost | — | — | 4 |
| Total operating lease cost | $886 | $17 | $7,318 |
The Company recorded sublease income for the three months ended June 30, 2026 (Successor) and the period from March 30, 2025 through June 24, 2025 (Predecessor) of $170 and $1,086, respectively, as an offset to selling, general and administrative expenses. The Company recorded sublease income for the six months ended June 30, 2026 (Successor) and the period from December 29, 2024 through June 24, 2025 (Predecessor) of $342 and$2,205, respectively, as an offset to selling, general and administrative expenses.
The Company’s weighted average remaining lease term and weighted average discount rates were as follows:
| Successor | ||
|---|---|---|
| June 30, | December 31, | |
| 2026 | 2025 | |
| Weighted Average Remaining Lease Term (years) | ||
| Operating leases | 2.45 | 2.69 |
| Weighted Average Discount Rate | ||
| Operating leases | 9.46 | 9.42 |
The Company’s leases have remaining lease terms of 0 to 3 years with a weighted average lease term of 2.45 years at June 30, 2026 (Successor).
At June 30, 2026 (Successor), the maturity of the Company’s lease liabilities in each of the next five fiscal years and thereafter were as follows:
| Operating Leases | |
|---|---|
| Remainder of fiscal 2026 | $568 |
| Fiscal 2027 | 979 |
| Fiscal 2028 | 664 |
| Fiscal 2029 | 415 |
| Fiscal 2030 | — |
| Fiscal 2031 | — |
| Thereafter | — |
| Total lease payments | $2,626 |
| Less imputed interest | 310 |
| Present value of lease liabilities | $2,316 |
Supplemental cash flow information related to leases were as follows:
| Successor · Predecessor | |||
|---|---|---|---|
| Period from · Period from | |||
| Six Months Ended | June 25, 2025 | December 29, 2024 | |
| June 30, 2026 | through June 30, 2025 | through June 24, 2025 | |
| Cash paid for amounts included in the measurement of lease liabilities | |||
| Operating cash flows from operating leases | $973 | $— | $7,160 |
| Operating cash flows from finance leases | $— | $— | $— |
| Financing cash flows from finance leases | $— | $— | $— |
| Lease assets modified in exchange for modified operating lease liabilities | $— | $— | $(34,172) |
| Lease assets obtained in exchange for new finance lease liabilities | $— | $— | $— |
Revenue
The following tables present the Company’s revenue disaggregated by revenue source:
| Successor · Predecessor | |||
|---|---|---|---|
| Period from · Period from | |||
| Three Months Ended | June 25, 2025 | March 30, 2025 | |
| June 30, 2026 | through June 30, 2025 | through June 24, 2025 | |
| Behavioral Subscription Revenue | $121,486 | $10,345 | $146,913 |
| Clinical Subscription Revenue | 39,906 | 1,733 | 28,860 |
| Subscription Revenue, net | $161,392 | $12,078 | $175,773 |
| Other Revenue, net | 932 | 89 | 1,224 |
| Revenue, net | $162,324 | $12,167 | $176,997 |
| Successor · Predecessor | |||
|---|---|---|---|
| Period from · Period from | |||
| Six Months Ended | June 25, 2025 | December 29, 2024 | |
| June 30, 2026 | through June 30, 2025 | through June 24, 2025 | |
| Behavioral Subscription Revenue | $250,010 | $10,345 | $302,636 |
| Clinical Subscription Revenue | 78,739 | 1,733 | 58,317 |
| Subscription Revenue, net | $328,749 | $12,078 | $360,953 |
| Other Revenue, net | 1,836 | 89 | 2,615 |
| Revenue, net | $330,585 | $12,167 | $363,568 |
Information about Contract Balances
For Subscription Revenue, the Company can collect payment in advance of providing services. Any amounts collected in advance of services being provided are recorded in deferred revenue. In the case where amounts are not collected, but the service has been provided and the revenue has been recognized, the amounts are recorded in accounts receivable. The opening and ending balances of the Company’s deferred revenue were as follows:
| Deferred Revenue | Deferred Revenue | |
|---|---|---|
| Current | Long-Term | |
| Balance as of December 28, 2024 (Predecessor) | $31,655 | $93 |
| Net decrease during the period | (1,873) | (8) |
| Balance as of June 24, 2025 (Predecessor) | $29,782 | $85 |
| Balance as of June 25, 2025 (Successor) | $29,782 | $85 |
|---|---|---|
| Net increase during the period | 172 | — |
| Balance as of June 30, 2025 (Successor) | $29,954 | $85 |
| Deferred Revenue | Deferred Revenue | |
|---|---|---|
| Current | Long-Term | |
| Balance as of December 31, 2025 (Successor) | $28,565 | $55 |
| Net decrease during the period | (3,350) | (47) |
| Balance as of June 30, 2026 (Successor) | $25,215 | $8 |
Revenue recognized from amounts included in current deferred revenue as of December 28, 2024 (Predecessor) was $26,934 for the period from December 29, 2024 through June 24, 2025 (Predecessor) and $232 for the period from June 25, 2025 through June 30, 2025 (Successor). Revenue recognized from amounts included in current deferred revenue as of December 31, 2025 (Successor) was $25,155 for thesix months ended June 30, 2026 (Successor).
Goodwill and Other Intangible Assets
Goodwill
The change in the carrying value of goodwill was as follows:
| Balance as of December 28, 2024 (Predecessor) | $239,583 |
|---|---|
| Effect of exchange rate changes | 2,839 |
| Balance as of June 24, 2025 (Predecessor) - Prior to fresh start accounting | $242,422 |
| Fresh start accounting adjustments | (43,369) |
| Balance as of June 24, 2025 (Predecessor) | $199,053 |
| Balance as of June 25, 2025 (Successor) | $199,053 |
|---|---|
| Goodwill acquired during the period | 1,020 |
| Effect of exchange rate changes | 62 |
| Balance as of December 31, 2025 (Successor) | $200,135 |
| Effect of exchange rate changes | (225) |
| Balance as of June 30, 2026 (Successor) | $199,910 |
Goodwill Impairment
The Company reviews goodwill for potential impairment on at least an annual basis or more often if events so require. The Company performed its annual fair value impairment testing for fiscal 2026 and fiscal 2025 on May 1, 2026 (Successor) and May 4, 2025 (Predecessor), respectively.
Based on the results of the annual goodwill impairment test performed for the Company’s Behavioral and Clinical reporting units, which held 81.0% and 19.0% of the Company’s goodwill as of May 1, 2026 (Successor), respectively, the Company concluded that no goodwill impairment existed as of May 1, 2026 (Successor). However, the Company identified its 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).
The Company also conducted an interim goodwill impairment test for its Behavioral and Clinical reporting units during the three months ended March 31, 2026 (Successor) because various qualitative and quantitative factors collectively indicated a triggering event had occurred. Based on the results of the interim impairment test, the Company concluded that no goodwill impairment existed as of March 31, 2026 (Successor).
In performing the annual goodwill impairment test as of May 4, 2025 (Predecessor), the Company determined that the carrying values of its goodwill reporting units did not exceed their respective fair values and, therefore, no impairment existed.
The Company also conducted an interim goodwill impairment test for its Behavioral and Clinical reporting units during the three months ended March 29, 2025 (Predecessor) because various qualitative and quantitative factors collectively indicated a triggering event had occurred. Based on the results of the interim impairment test, the Company concluded that no goodwill impairment existed as of March 29, 2025 (Predecessor).
Other Intangible Assets, Net
The components of other intangible assets, netas of June 30, 2026 (Successor) and December 31, 2025 (Successor) were as follows:
| Successor | ||||
|---|---|---|---|---|
| June 30, | ||||
| Gross · Net | ||||
| Useful | Carrying | Accumulated | Carrying | |
| Life | Value | Amortization | Value | |
| Indefinite-lived intangible asset: | ||||
| Trade name | Indefinite | $320,000 | $— | $320,000 |
| Finite-lived intangible assets: | ||||
| Database | 3 years | 46,000 | 15,585 | 30,415 |
| Developed technology | 3-6 years | 70,000 | 19,821 | 50,179 |
| Customers/subscribers | 1 year | 58,000 | 58,000 | — |
| Customer relationships | 6 years | 35,000 | 5,929 | 29,071 |
| Capitalized software and website development costs | 3 years | 26,768 | 3,144 | 23,624 |
| Total other intangible assets | $555,768 | $102,479 | $453,289 | |
| Successor | ||||
|---|---|---|---|---|
| December 31, | ||||
| Gross · Net | ||||
| Useful | Carrying | Accumulated | Carrying | |
| Life | Value | Amortization | Value | |
| Indefinite-lived intangible asset: | ||||
| Trade name | Indefinite | $320,000 | $— | $320,000 |
| Finite-lived intangible assets: | ||||
| Database | 3 years | 46,000 | 7,982 | 38,018 |
| Developed technology | 3-6 years | 70,000 | 10,151 | 59,849 |
| Customers/subscribers | 1 year | 58,000 | 30,192 | 27,808 |
| Customer relationships | 6 years | 35,000 | 3,036 | 31,964 |
| Capitalized software and website development costs | 3 years | 13,552 | 527 | 13,025 |
| Total other intangible assets | $542,552 | $51,888 | $490,664 | |
Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $25,325 and $50,591 for the three and six months ended June 30, 2026 (Successor), respectively. Aggregate amortization expense for finite-lived intangible assets was recorded in the amounts of $1,623, $6,455 and $12,405 for the period from June 25, 2025 through June 30, 2025 (Successor), the period from March 30, 2025 through June 24, 2025 (Predecessor) and the period from December 29, 2024 through June 24, 2025 (Predecessor), respectively.
Estimated amortization expense of existing finite-lived intangible assets for the next five fiscal years and thereafter is as follows:
| Remainder of fiscal 2026 | $25,153 |
|---|---|
| Fiscal 2027 | $49,609 |
| Fiscal 2028 | $32,939 |
| Fiscal 2029 | $11,313 |
| Fiscal 2030 | $9,667 |
| Fiscal 2031 | $4,608 |
| Thereafter | $— |
Other Indefinite-Lived Intangible Assets Impairment
The Company reviews other indefinite-lived intangible assets for potential impairment on at least an annual basis or more often if events so require. As discussed above, the Company performed its annual fair value impairment testing for fiscal 2026 and fiscal 2025 on May 1, 2026 (Successor) and May 4, 2025 (Predecessor), respectively.
Based on the results of the annual impairment test performed for the Company’s trade name indefinite-lived intangible asset, the Company concluded that no impairment existed as of May 1, 2026 (Successor). However, the Company identified its 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).
As discussed above, based on the triggering event indicated during the three months ended March 31, 2026 (Successor), the Company performed an interim impairment test for its trade name indefinite-lived intangible asset. Based on the results of the interim impairment test, the Company concluded that no impairment existed as of March 31, 2026 (Successor).
In performing the annual impairment test as of May 4, 2025 (Predecessor) for the Company’s franchise rights acquired indefinite-lived intangible asset, the Company determined that the carrying value did not exceed its respective fair value and, therefore, no impairment existed.
As discussed above, based on the triggering event indicated during the three months ended March 29, 2025 (Predecessor), the Company performed an interim impairment test for its franchise rights acquired indefinite-lived intangible asset. Based on the results of the interim impairment test, the Company determined that the carrying value of its United States indefinite-lived franchise rights acquired unit of account, which held 100.0% of the Company’s indefinite-lived franchise rights acquired at the March 29, 2025 (Predecessor) balance sheet date, exceeded its fair value. Accordingly, the Company recorded animpairment charge for its United States unit of account of $27,549 in the first quarter of fiscal 2025 (Predecessor). The impairment charge recorded in the first quarter of fiscal 2025 (Predecessor) was driven primarily by the weighted average cost of capital used in the interim impairment tests, reflecting market factors, including higher interest rates and the trading values of the Company’s equity and debt, and, to a lesser extent, business performance in the Behavioral business.
Long-Term Debt
The components of the Company’s long-term debt were as follows:
| Successor | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 30, · December 31, | |||||||||
| 2026 · 2025 | |||||||||
| PrincipalBalance · UnamortizedDeferredFinancingCosts · UnamortizedDebtPremium · EffectiveRate (1) · PrincipalBalance · UnamortizedDeferredFinancingCosts · UnamortizedDebtPremium · EffectiveRate (1) | |||||||||
| New Term Loan Facility due June 24, 2030 | $423,593 | $1,005 | $(1,407) | 10.47% | $465,000 | $1,168 | $(1,634) | 10.91% | |
| Total | $423,593 | $1,005 | $(1,407) | 10.47% | $465,000 | $1,168 | $(1,634) | 10.91% | |
| Less: Current portion | — | — | |||||||
| Less: Unamortized deferred financing costs | (1,005) | (1,168) | |||||||
| Plus: Unamortized debt premium | 1,407 | 1,634 | |||||||
| Total long-term debt | $423,995 | $465,466 | |||||||
(1)
Includes amortization of deferred financing costs and debt premium.
Total interest expense on long-term debt, inclusive of amortization of deferred financing costs and debt premium, amounted to $12,041 and $24,210 for thethree 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 $923. Total interest expense on long-term debt, inclusive of amortization of deferred financing costs and debt discounts, amounted to $11,061 and $38,664 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.
As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the Company’s debt consisted of variable-rate instruments. The weighted average interest rate (which includes amortization of deferred financing costs and debt premium) on the Company’s 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.
Senior Secured Credit Agreement
In connection with the Company’s emergence from bankruptcy, on June 24, 2025 the Company, as borrower, the lenders party thereto, and Wilmington Savings Fund Society, FSB (“WSFS”), as administrative agent, entered into a senior secured credit agreement (the “Senior Secured Credit Agreement”) which provides for a five-year term loan in an aggregate principal amount of $465,000 maturing on June 24, 2030 (the “New Term Loan Facility”). As of June 30, 2026 (Successor), the Company had $423,593 in an aggregate principal amount of loans outstanding under the New Term Loan Facility. Additionally, the Company has$3,409 in issued but undrawn letters of credit outstanding with Bank of America, N.A., which are permitted under the Senior Secured Credit Agreement and issued pursuant to separate reimbursement and cash collateral agreements.
The New Term Loan Facility bears a variable interest rate based on either (1) the sum of (x) a base rate determined by reference to the highest of (a)0.50% per annum plus the Federal Funds Effective Rate (as defined in the Senior Secured Credit Agreement), (b) the prime rate announced by WSFS and (c) one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.00%; provided that such rate is not lower than a floor of 1.50%, plus (y)5.80% per annum, or (2) the sum of (x) Term SOFR plus (y)6.80% per annum, provided that Term SOFR is not lower than a floor of 0.50%. The interest rate in effect for the New Term Loan Facility as of June 30, 2026 (Successor) was 10.53%.
All obligations under the Senior Secured Credit Agreement are guaranteed by, subject to certain exceptions, each of the Company’s current and future material subsidiaries. All obligations under the Senior Secured Credit Agreement, and the guarantees of those obligations, are or will be secured by substantially all of the assets of the Company and each guarantor organized in the United States, the United Kingdom and the Netherlands (each, a “Secured Guarantor”).
In May 2026, the Company made a voluntary prepayment of $10,000 in cash to prepay a portion of its New Term Loan Facility at 68.5% of par, thus reducing the outstanding principal on its New Term Loan Facility by $14,599. As a result of this prepayment, the Company recorded a gain on extinguishment of debt of $4,612 in the second quarter of fiscal 2026.
The Company is required to prepay (a)100% of the unrestricted cash held by the Company and its subsidiaries in excess of $100,000 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, the Company is 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 $200,000, (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. The Senior Secured Credit Agreement contains other customary terms, including (1) representations, warranties and affirmative covenants, (2) negative covenants, including limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt, amendments of material agreements governing subordinated indebtedness, changes to lines of business and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions, the availability of certain of which are subject to compliance with certain financial ratios, and (3) customary events of default. Accordingly, in June 2026, the Company made its annual cash sweep prepayment of $26,808 to prepay a portion of its New Term Loan Facility at par.
Prepetition Liabilities
On April 13, 2021, the Company, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent and an issuing bank, entered into a credit agreement (the “Prepetition Credit Agreement”). The Prepetition Credit Agreement provided for senior secured financing of $1,175,000 in the aggregate, consisting of (1) $1,000,000 in aggregate principal amount of senior secured tranche B term loans maturing on April 13,2028 (the “Prepetition Term Loan Facility”) and (2) a $175,000 senior secured revolving credit facility (which included borrowing capacity available for letters of credit) maturing on April 23,2026 (the “Prepetition Revolving Credit Facility” and, together with the Prepetition Term Loan Facility, the “Prepetition Credit Facilities”). On January 2, 2025 and January 31, 2025, the Company borrowed $50,000 and $121,341, respectively, under the Prepetition Revolving Credit Facility. Upon emergence from bankruptcy, all outstanding liabilities of approximately $1,116,000 under the Prepetition Credit Facilities and the Prepetition Credit Agreement were discharged and the liens and mortgages related thereto were released. Between the Petition Date and the Emergence Date, the Company’s obligations were automatically stayed and the Company entered into certain first day motions to take certain operating actions under the supervision of the Court. Contractual interest on the Company’s obligations amounted to $15,412, which is $4,351 in excess of reported interest expense during the Predecessor period.
On April 13, 2021, the Company issued $500,000 in aggregate principal amount of its 4.500% Senior Secured Notes due 2029 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of April 13, 2021 (the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent. Upon emergence from bankruptcy, all outstanding obligations of $500,000 under the Notes and the Indenture were discharged and the liens and mortgages related thereto were released.
Per Share Data
Basic earnings (net loss) per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented. Diluted earnings (net loss) per share is calculated utilizing the weighted average number of common shares outstanding during the periods presented adjusted for the effect of dilutive common stock equivalents.
The following table sets forth the computation of basic and diluted earnings (net loss) per share:
| Successor · Predecessor | |||
|---|---|---|---|
| Period from · Period from | |||
| Three Months Ended | June 25, 2025 | March 30, 2025 | |
| June 30, 2026 | through June 30, 2025 | through June 24, 2025 | |
| Numerator: | |||
| Net income | $14,074 | $1,254 | $1,190,688 |
| Denominator: | |||
| Weighted average shares of common stock outstanding | 9,999 | 9,987 | 80,419 |
| Effect of dilutive common stock equivalents | 2 | — | 746 |
| Weighted average diluted common shares outstanding | 10,001 | 9,987 | 81,165 |
| Earnings per share | |||
| Basic | $1.41 | $0.13 | $14.81 |
| Diluted | $1.41 | $0.13 | $14.67 |
| Successor · Predecessor | |||
|---|---|---|---|
| Period from · Period from | |||
| Six Months Ended | June 25, 2025 | December 29, 2024 | |
| June 30, 2026 | through June 30, 2025 | through June 24, 2025 | |
| Numerator: | |||
| Net (loss) income | $(37,926) | $1,254 | $1,118,103 |
| Denominator: | |||
| Weighted average shares of common stock outstanding | 9,998 | 9,987 | 80,271 |
| Effect of dilutive common stock equivalents | — | — | 727 |
| Weighted average diluted common shares outstanding | 9,998 | 9,987 | 80,998 |
| (Net loss) earnings per share | |||
| Basic | $(3.79) | $0.13 | $13.93 |
| Diluted | $(3.79) | $0.13 | $13.80 |
The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted earnings (net loss) per share was 160 and 228 for thethree and six months ended June 30, 2026 (Successor), respectively. The number of anti-dilutive common stock equivalents excluded from the calculation of the weighted average number of common shares for diluted earningsper share was 0,6,561 and 7,003 for the period from June 25, 2025 through June 30, 2025 (Successor), the period from March 30, 2025 through June 24, 2025 (Predecessor) and the period from December 29, 2024 through June 24, 2025 (Predecessor), respectively.
Income Taxes
The Company historically calculated its 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 and six months ended June 30, 2026 (Successor), the Company 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 and six months ended June 30, 2026 (Successor) was computed using a discrete effective tax rate method applied to actual year-to-date results.
For the three and six months ended June 30, 2026 (Successor), the Company recorded a tax benefit of $11,155 and $332, respectively. The primary difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate for the three and six months ended June 30, 2026 (Successor) was the Company’s valuation allowance on its interest limitation carryforward.
The Company recorded a tax benefit of $523 for the period from June 25, 2025 through June 30, 2025 (Successor), a tax benefit of $20,906 for the period from March 30, 2025 through June 24, 2025 (Predecessor) and tax expense of $1,669 for the period from December 29, 2024 through June 24, 2025 (Predecessor). For the three and six months ended June 30, 2025, the difference between the U.S. federal statutory tax rate and the Company’s consolidated effective tax rate was the Company’s valuation allowance on its deferred tax assets as well as discrete items related to the Company’s bankruptcy proceedings during both the Predecessor (ending June 24, 2025) and Successor (ending June 30, 2025) periods.
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 and 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 the Company’s consolidated financial statements.
Cash Flow Information
The following table presents the Company’s cash and cash equivalents and restricted cash by balance sheet location:
| Successor | ||
|---|---|---|
| June 30, | December 31, | |
| 2026 | 2025 | |
| Cash and cash equivalents | $101,497 | $160,279 |
| Restricted cash | 5,796 | 6,298 |
| Total cash and cash equivalents and restricted cash | $107,293 | $166,577 |
The Company’s restricted cash at June 30, 2026 (Successor) and December 31, 2025 (Successor) consisted of cash held in escrow accounts in connection with letters of credit and processor payments.
Legal
Due to the nature of the Company’s activities, it is, at times, subject to pending and threatened legal actions that arise out of the ordinary course of business. In the opinion of management, the disposition of any such matters is not expected, individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that the Company’s results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.
Segment and Geographic Data
The Company operates asone operating segment. Following the departure of the Company’s Chief Executive Officer in March 2026, the Company’s chief operating decision maker (“CODM”) became its Interim Office of the Chief Executive, comprised of the Chief Financial Officer and Chief Operations Officer. The CODM reviews financial information presented on a consolidated basis. The CODM uses net income (loss) to assess financial performance and allocate resources. Significant expenses within net income (loss) include cost of revenue, marketing expenses, product development expenses, and selling, general and administrative expenses, which are each separately presented on the Company’s consolidated statements of operations. Other segment items within net income (loss) include reorganization items, net, interest expense, gain on extinguishment of debt, other expense (income), net, and provision for (benefit from) income taxes, as applicable.
Fair Value Measurements
Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
When measuring fair value, the Company is required to maximize the use of observable inputs and minimize the use of unobservable inputs.
Fair Value of Financial Instruments
The fair value of the Company’s New Term Loan Facility was determined by utilizing average bid prices on or near the end of each fiscal quarter (Level 2 input). As of June 30, 2026 (Successor) and December 31, 2025 (Successor), the fair value of the Company’s New Term Loan Facility was approximately $317,191 and $412,236, respectively, as compared to the carrying value (excluding the debt premium and deferred financing costs) of $423,593 and $465,000, respectively.
The Company did not have any transfers into or out of Levels 1 and 2 and did not maintain any assets or liabilities classified as Level 3 during the three and six months ended June 30, 2026 (Successor).
Accumulated Other Comprehen sive Income (Loss)
Amounts reclassified out of accumulated other comprehen sive income (loss) were as follows:
Changes in Accumulated Other Comprehensive Income (Loss) by Component(1)
| (Loss) Gain onForeignCurrencyTranslation | |
|---|---|
| Balance as of December 28, 2024 (Predecessor) | $(25,832) |
| Other comprehensive income, net of tax | 10,706 |
| Fresh start accounting adjustments | 15,126 |
| Balance as of June 24, 2025 (Predecessor) | $— |
| Balance as of June 25, 2025 (Successor) | $— |
| Other comprehensive income, net of tax | 1,182 |
| Balance as of June 30, 2025 (Successor) | $1,182 |
(1)
Amounts in parentheses indicate debits
| Gain (Loss) onForeignCurrencyTranslation | |
|---|---|
| Balance as of December 31, 2025 (Successor) | $1,389 |
| Other comprehensive loss, net of tax | (2,408) |
| Balance as of June 30, 2026 (Successor) | $(1,019) |
(1)
Amounts in parentheses indicate debits
Restructuring
2025 Plan
As previously disclosed, in the fourth quarter of fiscal 2025 (Successor), the Company committed to a plan of reduction in force that has resulted in the elimination of certain positions and the termination of employment for certain employees worldwide in order to further streamline the Company’s operations (the “2025 Plan”). The cumulative amount incurred as of June 30, 2026 (Successor) related to the aggregate 2025 Plan is $8,975, consisting of employee termination benefit costs of $8,744 and other cash restructuring charges of $231. The Company fully executed the 2025 Plan during the first quarter of fiscal 2026 (Successor).
For thethree and six months ended June 30, 2026 (Successor), the components of the Company’s restructuring charges for the 2025 Plan were as follows:
| Successor | ||
|---|---|---|
| Three Months Ended | Six Months Ended | |
| June 30, 2026 | June 30, 2026 | |
| Restructuring charges: | ||
| Employee termination benefit costs | $7 | $349 |
| Other cash restructuring charges | 21 | 147 |
| Total restructuring charges | $28 | $496 |
For the three and six months ended June 30, 2026 (Successor), restructuring charges for the 2025 Plan were recorded in the Company’s consolidated statements of operations as follows:
| Successor | ||
|---|---|---|
| Three Months Ended | Six Months Ended | |
| June 30, 2026 | June 30, 2026 | |
| Cost of revenue | $— | $(65) |
| Selling, general and administrative expenses | 28 | 561 |
| Total restructuring charges | $28 | $496 |
The following table presents a roll-forward of cash restructuring-related liabilities, which is included within accrued expenses on the Company’s consolidated balance sheets:
| Employee termination benefit costs | Other cash restructuring charges | Total | |
|---|---|---|---|
| Balance as of June 25, 2025 (Successor) | $— | $— | $— |
| Charges | 8,395 | 84 | 8,479 |
| Payments | (670) | (84) | (754) |
| Balance as of December 31, 2025 (Successor) | $7,725 | $— | $7,725 |
| Charges | 221 | 147 | 368 |
| Payments | (7,259) | (147) | (7,406) |
| Change in estimate | 128 | — | 128 |
| Balance as of June 30, 2026 (Successor) | $815 | $— | $815 |
At June 30, 2026 (Successor), the Company expects the remaining employee termination benefit liability to be paid in full by the end of fiscal 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.