Form 8-K

8-K — WW INTERNATIONAL, INC.

Accession: 0001193125-26-162712

Filed: 2026-04-20

Period: 2026-04-19

CIK: 0000105319

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d125984d8k.htm (Primary)

EX-99.1 (d125984dex991.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 19, 2026

WW INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Virginia

001-16769

11-6040273

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

18 West 18th Street, 7th Floor, New York, New York

10011

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 589-2700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 19, 2026, the Board of Directors (the “Board”) of WW International, Inc. (the “Company”) unanimously elected Heather Thiltgen as a director of the Company, effective April 20, 2026, to serve until the Company’s 2026 annual meeting of shareholders. Ms. Thiltgen is expected to stand for election at the Company’s 2026 annual meeting of shareholders. There were no arrangements or understandings pursuant to which Ms. Thiltgen was elected as a director, and there are no related party transactions between the Company and Ms. Thiltgen reportable under Item 404(a) of Regulation S-K. The Board has affirmatively determined that Ms. Thiltgen qualifies as an “independent director” under Nasdaq listing standards. Concurrent with her appointment as a director of the Company, Ms. Thiltgen was also appointed as a member of the Board’s Compensation and Benefits Committee.

Ms. Thiltgen will receive the Company’s standard compensation program provided to the Company’s non-employee directors for service on the Board, currently consisting of an annual cash retainer of $90,000, payable quarterly, and an additional annual cash retainer of $12,500 for membership on the Board’s Compensation and Benefits Committee, payable quarterly. Such amounts shall be prorated with respect to fiscal 2026 based on Ms. Thiltgen’s time of service on the Board and its committees during fiscal 2026. In addition, subject to her election at the 2026 annual meeting of shareholders, Ms. Thiltgen will be eligible to receive an annual equity grant of restricted stock units with a target grant date value of $135,000, which will be granted on the first trading day of the Company’s open trading window following the date of the annual meeting of the Company’s shareholders for fiscal 2026.

In connection with the appointment of Ms. Thiltgen, the Board approved an increase in the size of the Board to six members.

Item 7.01.

Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Ms. Thiltgen to the Board has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the election of Heather Thiltgen as a member of the Board. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings the Company makes with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Forward-looking statements speak only as of the date the statements are made and are based on information available to the Company at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

Exhibit 99.1

Press Release dated April 20, 2026.

Exhibit 104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WW INTERNATIONAL, INC.

DATED: April 20, 2026

By:

/s/ Felicia DellaFortuna

Name:

Felicia DellaFortuna

Title:

Chief Financial Officer

EX-99.1

Filename: d125984dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Weight Watchers Appoints Proven Healthcare Executive Heather Thiltgen to Board of Directors

NEW YORK – April 20, 2026 – WW International, Inc. (Nasdaq: WW) (“Weight Watchers” or the

“Company”), the global leader in science-backed weight management, today announced that it has appointed Heather Thiltgen to the Company’s Board of Directors, effective April 20, 2026. Ms. Thiltgen currently serves as the

President of Presbyterian Health Plan and previously served as President & CEO of WellSense Health Plan.

As Weight Watchers expands its

integrated weight health platform, Ms. Thiltgen brings decades of successful healthcare leadership experience with expertise in:

•

Expanding coverage and access to GLP-1 therapies;

•

Navigating complex regulatory environments, including the payor-provider landscape;

•

Accelerating profitable growth by rebuilding membership bases; and

•

Delivering superior member health outcomes and care access through medical, pharmaceutical, and telehealth

solutions.

Gene Davis, Chairman of the Weight Watchers Board, said, “We are delighted to welcome Heather, whose successful track

record of driving profitable growth across diverse healthcare markets and navigating complex regulatory environments will strengthen the Board’s oversight of the Company’s long-term strategy. She brings firsthand experience expanding

access to GLP-1 therapies, marketing healthcare solutions to large member populations, rebuilding and growing member bases, and transforming healthcare organizations, all of which will be invaluable as we

execute our strategy to define the next chapter of integrated weight health.”

Nikolaj Sjoqvist, Chair of the Board’s Nominating and Corporate

Governance Committee, said, “Heather’s appointment reflects the Board’s commitment to identifying and appointing proven directors with relevant qualifications and expertise to advance Weight Watchers’ evolution in a rapidly

changing landscape. The addition of Heather, together with the recent appointments of Sue Gove and Lisa Gavales, reflects Weight Watchers’ ability to continue to attract high-caliber directors capable of shepherding the Company in its ongoing

evolution.”

Ms. Thiltgen said, “I’m honored to join the Weight Watchers Board at a time when the integration of behavioral support

and clinical care is increasingly critical. With its trusted brand and science-backed approach, Weight Watchers is well-positioned to expand access, improve outcomes and strengthen member experience and retention. I look forward to working with the

Board and management team to meaningfully impact the lives of our members and create long-term value for shareholders.”

Ms. Thiltgen will serve as director until the Company’s 2026 annual meeting of shareholders and is expected to stand for election at the annual

meeting. She is a member of the Board’s Compensation and Benefits Committee. With Ms. Thiltgen’s appointment, the Weight Watchers Board has expanded to six members, all of whom are independent.

About Heather Thiltgen

Heather Thiltgen is an

accomplished healthcare executive. Currently she serves as President of Presbyterian Health Plan, where she is responsible for leading an end-to-end turnaround of the

health insurance arm of Presbyterian Healthcare Services. Previously, Ms. Thiltgen was President and CEO of WellSense Health Plan, where she significantly grew top-line revenue, led a multi-year

transformation, increased Massachusetts Medicaid market share and expanded product offerings. Earlier in her career, she held senior leadership roles at Medical Mutual, TruStage Financial Group

and USAA, where she demonstrated leadership in product strategy, marketing, member acquisition, and customer engagement. Ms. Thiltgen brings experience across provider-aligned and consumer-facing models, with a strong track record of driving

profitable growth, improving operating performance, and enhancing member outcomes.

Ms. Thiltgen holds an MBA from the Owen Graduate School of

Management at Vanderbilt University and a B.A. in Government from the University of Texas at Austin.

About Weight Watchers

Weight Watchers is the global leader in science-backed weight management, offering an integrated support system built for the

GLP-1 era that combines scientific expertise, medication, cutting-edge technology, and human connection. With more than 60 years of experience, Weight Watchers is the most studied commercial weight management

program in the world, delivered through its No. 1 U.S. doctor-recommended weight-loss program. Its holistic, personalized approach also includes U.S.-based clinical interventions and access to GLP-1

medications when clinically appropriate, and a global network of coaches and community support. Since 1963, the Company has led with science to deliver its members the personalized support they need to reach and sustain their goals. Members can

access these solutions directly, or through Weight Watchers for Business’ full-spectrum platform for employers, health plans, and payers. In a landscape crowded with contradictory advice, isolating apps, and one-size-fits-all solutions, Weight Watchers offers a proven path forward that is rooted in research, grounded in empathy and designed to help every member feel better

in their body and live a longer, healthier life. For more information, visit weightwatchers.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in

this press release that do not relate to matters of historical fact should be considered forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”

“should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,”

“estimates,” “forecasts,” “guidance,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These statements are neither promises

nor guarantees, and involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or

achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,

or other filings the Company makes with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K.

Forward-looking statements speak only as of the date the statements are made and are based on information available to the Company at the time those statements are made and/or management’s good faith belief as of that time with respect to

future events. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

For investor inquiries, please contact:

John Mills or Anna Kate Heller

WeightWatchers@icrinc.com

For media inquiries, please contact:

Lizzy

Levitan

WW@hunt-gather.com

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