# WW International, Inc.: Form 10-Q for the period ended Mar 29, 2025

- Company: [WW International, Inc.](/companies/ww.md) (CIK 105319)
- Form: 10-Q
- Filed: 2025-05-06
- Accepted by EDGAR: May 6, 2025, 20:13 ET
- Period: 2025-03-29
- Accession: 0000950170-25-064482
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/105319/000095017025064482/ww-20250329.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/105319/000095017025064482/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-29.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-12-29 to 2025-03-29 | $186.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-12-29 to 2025-03-29 | $53.7m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-12-29 to 2025-03-29 | $132.9m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2024-12-29 to 2025-03-29 | $46.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-12-29 to 2025-03-29 | −$20.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-12-29 to 2025-03-29 | $27.6m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-12-29 to 2025-03-29 | $22.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-12-29 to 2025-03-29 | −$72.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-12-29 to 2025-03-29 | −$0.91 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-12-29 to 2025-03-29 | −$0.91 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-12-29 to 2025-03-29 | 80,129,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-12-29 to 2025-03-29 | $15.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-12-29 to 2025-03-29 | $5.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2025-03-29 | $236.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-29 | $281.3m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-29 | $696.9m | us-gaap:Assets |
| Current liabilities | at 2025-03-29 | $1.82bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-29 | $1.88bn | us-gaap:Liabilities |
| Current portion of debt | at 2025-03-29 | $1.60bn | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-03-29 | −$1.18bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 77,025 characters.

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 “Digital” business refers to providing subscriptions to our digital product offerings. Our “Workshops + Digital” business refers to providing subscriptions for unlimited access to our workshops combined with our digital subscription product offerings. Our “Clinical” business refers to providing subscriptions to our clinical product offerings provided by WeightWatchers Clinic (formerly referred to as Sequence) combined with our digital subscription product offerings and unlimited access to our workshops. We also refer to our Workshops + Digital business and Digital business collectively as our “Behavioral” business.

Our fiscal year ends on the Saturday closest to December 31st and consists of either 52- or 53-week periods. In this Quarterly Report on Form 10-Q:

- “fiscal 2021” refers to our fiscal year ended January 1, 2022;
- “fiscal 2022” refers to our fiscal year ended December 31, 2022;
- “fiscal 2023” refers to our fiscal year ended December 30, 2023;
- “fiscal 2024” refers to our fiscal year ended December 28, 2024;
- “fiscal 2025” refers to our fiscal year ended January 3, 2026 (includes a 53rd week);
- “fiscal 2026” refers to our fiscal year ended January 2, 2027;
- “fiscal 2027” refers to our fiscal year ended January 1, 2028;
- “fiscal 2028” refers to our fiscal year ended December 30, 2028;
- “fiscal 2029” refers to our fiscal year ended December 29, 2029; and
- “fiscal 2030” refers to our fiscal year ended December 28, 2030.

The following terms used in this Quarterly Report on Form 10-Q are our trademarks: Weekend HealthTM, Weight Watchers®, and the Weight Watchers logo.

You should read the following discussion in conjunction with our Annual Report on Form 10-K for fiscal 2024 that includes additional information about us, our results of operations, our financial position and our cash flows, and with our unaudited consolidated financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q (collectively referred to as the “Consolidated Financial Statements”).

### NON-GAAP FINANCIAL MEASURES

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. Gross profit, gross margin, operating loss, operating loss margin and components thereof are discussed in this Quarterly Report on Form 10-Q both as reported (on a GAAP basis) and as adjusted (on a non-GAAP basis), as applicable, with respect to (i) the first quarter of fiscal 2025 to exclude (a) the impact of the franchise rights acquired impairment charge related to our United States unit of account, (b) the impact of certain non-recurring transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and (c) the net impact of charges associated with our previously disclosed 2024 restructuring plan (the “2024 plan”) or the reversal of certain of the charges associated with the 2024 plan, as applicable, and the reversal of charges associated with our previously disclosed 2023 restructuring plan (the “2023 plan”); and (ii) the first quarter of fiscal 2024 to exclude (a) the impact of franchise rights acquired impairment charges related to our United States, Australia, New Zealand and United Kingdom units of account and (b) the net impact of charges associated with the 2023 plan and our previously disclosed 2022 restructuring plan (the “2022 plan”). We generally refer to such non-GAAP measures as excluding or adjusting for the impact of franchise rights acquired impairments, the impact of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and the net impact of restructuring charges, as applicable. We also present within this Quarterly Report on Form 10-Q the non-GAAP financial measures: earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”); earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired impairments, transaction costs related to the review of strategic alternatives to strengthen our balance sheet, net restructuring charges, former CEO separation expenses, and other items that management believes are not indicative of ongoing operations (“Adjusted EBITDAS”); total debt less unamortized deferred financing costs, unamortized debt discount and cash on hand (i.e., net debt); and a net debt/Adjusted EBITDAS ratio. See “—Liquidity and Capital Resources—EBITDAS, Adjusted EBITDAS and Net Debt” for the reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measure in each case. Our management believes these non-GAAP financial measures provide useful supplemental information to investors regarding the performance of our business and are useful for period-over-period comparisons of the performance of our business. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly titled measures reported by other companies.

### USE OF CONSTANT CURRENCY

As exchange rates are an important factor in understanding period-to-period comparisons, we believe in certain cases the presentation of results on a constant currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant currency information compares results between periods as if exchange rates had remained constant period-over-period. We use results on a constant currency basis as one measure to evaluate our performance. In this Quarterly Report on Form 10-Q, we calculate constant currency by calculating current-year results using prior-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant currency basis as excluding or adjusting for the impact of foreign currency or being on a constant currency basis. These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP and are not meant to be considered in isolation. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not measures of performance presented in accordance with GAAP.

### CRITICAL ACCOUNTING ESTIMATES

#### Franchise Rights Acquired

Finite-lived franchise rights acquired are amortized over the remaining contractual period, which is generally less than one year. Indefinite-lived franchise rights acquired are tested for potential impairment on at least an annual basis or more often if events so require.

In performing the impairment analysis for indefinite-lived franchise rights acquired, the fair value for franchise rights acquired is estimated using a discounted cash flow approach referred to as the hypothetical start-up approach for franchise rights related to our Workshops + Digital business and a relief from royalty methodology for franchise rights related to our Digital business. The aggregate estimated fair value for these franchise rights is then compared to the carrying value of the unit of account for these rights. We have determined the appropriate unit of account for purposes of assessing impairment to be the combination of the rights in both the Workshops + Digital business and the Digital business in the country in which the applicable acquisition occurred. The net book value of franchise rights acquired for the United States unit of account as of the March 29, 2025 balance sheet date was $41.1 million.

In our hypothetical start-up approach analysis for fiscal 2025, we assumed that the year of maturity was reached after 7 years. Subsequent to the year of maturity, we estimated future cash flows for the Workshops + Digital business in each country based on assumptions regarding revenue growth and operating income margins. In our relief from royalty approach analysis for fiscal 2025, the cash flows associated with the Digital business in each country were based on the expected Digital revenue for such country and the application of a royalty rate based on current market terms. The cash flows for the Workshops + Digital and the Digital businesses were discounted utilizing rates which were calculated using the weighted average cost of capital, which included the cost of equity and the cost of debt.

#### Goodwill

In performing the impairment analysis for goodwill, the fair value for our reporting units is estimated using a discounted cash flow approach. This approach involves projecting future cash flows attributable to the reporting unit and discounting those estimated cash flows using an appropriate discount rate. The estimated fair value is then compared to the carrying value of the reporting unit. We have determined the appropriate reporting units for purposes of assessing goodwill impairment to be the Behavioral and Clinical business lines. Our “Behavioral” business line consists of our Workshops + Digital business and Digital business. The net book values of goodwill for the Behavioral and Clinical reporting units as of the March 29, 2025 balance sheet date were $150.5 million and $89.7 million, respectively.

In performing the impairment analysis for goodwill, for all of our reporting units, we estimated future cash flows by utilizing the historical debt-free cash flows (cash flows provided by operations less capital expenditures) attributable to each of the Behavioral and Clinical reporting units and then applied expected future operating income growth rates for the respective reporting unit. We utilized operating income as the basis for measuring our potential growth because we believe it is the best indicator of the performance of our business. We then discounted the estimated future cash flows utilizing a discount rate which was calculated using the weighted average cost of capital, which included the cost of equity and the cost of debt.

#### Indefinite-Lived Franchise Rights Acquired and Goodwill Impairment Tests

We review indefinite-lived franchise rights acquired and goodwill for potential impairment on at least an annual basis or more often if events so require. Based on triggering events, we performed interim impairment tests as of March 29, 2025 on our indefinite-lived franchise rights acquired and goodwill for the first quarter of fiscal 2025.

When determining fair value, we utilize various assumptions, including projections of future cash flows, revenue growth rates, operating income margins and discount rates. A change in these underlying assumptions could cause a change in the results of the impairment assessments and, as such, could cause fair value to be less than the carrying values and result in an impairment of those assets. In the event such a result occurred, we would be required to record a corresponding charge, which would impact earnings. We would also be required to reduce the carrying values of the related assets on our balance sheet. We continue to evaluate these assumptions and believe that these assumptions are appropriate.

In performing our impairment analyses, we also considered the trading value of both our equity and debt. If the trading values of both our equity and debt were to significantly decline from their levels at the time of testing, we may have to take an impairment charge at the appropriate time, which could be material. For additional information on risks associated with our recognizing asset impairment charges, see the risk factor titled “We have in the past and may in the future be required to recognize asset impairment charges for indefinite- and definite-lived assets” found in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for fiscal 2024.

Further information regarding the results of our franchise rights acquired and goodwill interim impairment tests for the first quarter of fiscal 2025 can be found in Note 5 “Franchise Rights Acquired, Goodwill and Other Intangible Assets” in the notes to the Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

#### Critical Accounting Policies

Information concerning our critical accounting policies is set forth in “Note 2. Summary of Significant Accounting Policies” of our audited consolidated financial statements contained in our Annual Report on Form 10-K for fiscal 2024. Our critical accounting policies have not changed since the end of fiscal 2024.

### PERFORMANCE INDICATORS

Our management team regularly reviews and analyzes a number of financial and operating metrics, including the key performance indicators listed below, in order to manage our business, measure our performance, identify trends affecting our business, determine the allocation of resources, make decisions regarding corporate strategies and assess the quality and potential variability of our cash flows and earnings. We also believe that these key performance indicators are useful to both management and investors for forecasting purposes and to facilitate comparisons to our historical operating results. These metrics are supplemental to our GAAP results and include operational measures.

- Revenues—Our “Subscription Revenues” consist of the aggregate of: (a) “Digital Subscription Revenues”, the fees associated with subscriptions for our Digital offerings; (b) “Workshops + Digital Subscription Revenues”, the fees associated with subscriptions for our Workshops + Digital offerings; and (c) “Clinical Subscription Revenues”, the fees associated with subscriptions for our Clinical offerings. “Behavioral Subscription Revenues” is the sum of Digital Subscription Revenues and Workshops + Digital Subscription Revenues. In addition, “Other Revenues” (formerly known as “product sales and other”) consist of revenues from licensing, franchise fees with respect to commitment plans and royalties, publishing and other revenues. Prior to fiscal 2024, Other Revenues included sales of consumer products.
- Paid Weeks—The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for our Digital offerings; (ii) “Workshops + Digital Paid Weeks” is the total paid subscription weeks for our Workshops + Digital offerings; (iii) “Behavioral Paid Weeks” is the sum of Digital Paid Weeks and Workshops + Digital Paid Weeks; (iv) “Clinical Paid Weeks” is the total paid subscription weeks for our Clinical offerings; and (v) “Total Paid Weeks” is the sum of Behavioral Paid Weeks and Clinical Paid Weeks.
- Subscription Revenues Per Paid Weeks—The “Subscription Revenues Per Paid Weeks” metric reports the fees associated with subscriptions for our offerings divided by Paid Weeks as follows: (i) “Digital Subscription Revenues Per Paid Weeks” is Digital Subscription Revenues divided by Digital Paid Weeks; (ii) “Workshops + Digital Subscription Revenues Per Paid Weeks” is Workshops + Digital Subscription Revenues divided by Workshops + Digital Paid Weeks; (iii) “Behavioral Subscription Revenues Per Paid Weeks” is Behavioral Subscription Revenues divided by Behavioral Paid Weeks; (iv) “Clinical Subscription Revenues Per Paid Weeks” is Clinical Subscription Revenues divided by Clinical Paid Weeks; and (v) “Total Subscription Revenues Per Paid Weeks” is Subscription Revenues divided by Total Paid Weeks.
- Incoming Subscribers—“Subscribers” refer to Digital subscribers, Workshops + Digital subscribers, and Clinical subscribers who participate in recurring bill programs in Company-owned operations. The “Incoming Subscribers” metric reports Subscribers in Company-owned operations at a given period start as follows: (i) “Incoming Digital Subscribers” is the total number of Digital subscribers; (ii) “Incoming Workshops + Digital Subscribers” is the total number of Workshops + Digital subscribers; (iii) “Incoming Behavioral Subscribers” is the sum of Incoming Digital Subscribers and Incoming Workshops + Digital Subscribers; (iv) “Incoming Clinical Subscribers” is the total number of Clinical subscribers; and (v) “Incoming Subscribers” is the sum of Incoming Behavioral Subscribers and Incoming Clinical Subscribers. Recruitment and retention are key drivers for this metric.
- End of Period Subscribers—The “End of Period Subscribers” metric reports Subscribers in Company-owned operations at a given period end as follows: (i) “End of Period Digital Subscribers” is the total number of Digital subscribers; (ii) “End of Period Workshops + Digital Subscribers” is the total number of Workshops + Digital subscribers; (iii) “End of Period Behavioral Subscribers” is the sum of End of Period Digital Subscribers and End of Period Workshops + Digital Subscribers; (iv) “End of Period Clinical Subscribers” is the total number of Clinical subscribers; and (v) “End of Period Subscribers” is the sum of End of Period Behavioral Subscribers and End of Period Clinical Subscribers. Recruitment and retention are key drivers for this metric.
- Gross profit and operating expenses as a percentage of revenue.

### RESULTS OF OPERATIONS

### THREE MONTHS ENDED MARCH 29, 2025 COMPARED TO THE THREE MONTHS ENDED MARCH 30, 2024

The table below sets forth selected financial information for the first quarter of fiscal 2025 from our consolidated statements of operations for the three months ended March 29, 2025 versus selected financial information for the first quarter of fiscal 2024 from our consolidated statements of operations for the three months ended March 30, 2024.

### Summary of Selected Financial Data

*(In millions, except per share amounts)*

|  | For The Three Months Ended March 29, 2025 | March 30, 2024 | Increase/ (Decrease) | % Change |  | % Change Constant Currency |  |
| --- | ---: | ---: | ---: | ---: | --- | ---: | --- |
| Revenues, net | $186.6 | $206.5 | $(20.0) | (9.7%) |  | (8.8%) |  |
| Cost of revenues | 53.7 | 68.7 | (15.1) | (21.9%) |  | (21.6%) |  |
| Gross profit | 132.9 | 137.8 | (4.9) | (3.6%) |  | (2.4%) |  |
| Gross Margin % | 71.2% | 66.7% |  |  |  |  |  |
| Marketing expenses | 78.8 | 90.2 | (11.4) | (12.6%) |  | (12.4%) |  |
| Selling, general & administrative expenses | 46.7 | 59.0 | (12.2) | (20.7%) |  | (20.5%) |  |
| Franchise rights acquired impairments | 27.5 | 258.0 | (230.4) | (89.3%) |  | (89.3%) |  |
| Operating loss | (20.2) | (269.3) | (249.1) | (92.5%) |  | (92.9%) |  |
| Operating Loss Margin % | (10.8%) | (130.4%) |  |  |  |  |  |
| Interest expense | 27.6 | 24.7 | 2.9 | 11.6% |  | 11.6% |  |
| Other expense (income), net | 2.2 | (1.6) | 3.8 | 100.0% | \* | 100.0% | \* |
| Loss before income taxes | (50.0) | (292.5) | (242.4) | (82.9%) |  | (83.3%) |  |
| Provision for income taxes | 22.6 | 55.4 | (32.9) | (59.3%) |  | (58.7%) |  |
| Net loss | $(72.6) | $(347.9) | (275.3) | (79.1%) |  | (79.4%) |  |
| Weighted average diluted shares outstanding | 80.1 | 79.2 | 0.9 | 1.2% |  | 1.2% |  |
| Diluted net loss per share | $(0.91) | $(4.39) | $(3.49) | (79.4%) |  | (79.6%) |  |

Note: Totals may not sum due to rounding.

\* Note: Percentage in excess of 100.0% and not meaningful.

Certain results for the first quarter of fiscal 2025 were adjusted to exclude the impact of the franchise rights acquired impairment, the impact of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and the net impact of restructuring charges. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the three months ended March 29, 2025 which have been adjusted.

*(in millions except percentages)*

|  | Gross Profit | Gross Margin | Operating (Loss) Income | Operating (Loss) Income Margin |
| --- | ---: | ---: | ---: | ---: |
| **First Quarter of Fiscal 2025** | $132.9 | 71.2% | $(20.2) | (10.8%) |
| Adjustments to reported amounts (1) |  |  |  |  |
| Franchise rights acquired impairment | — |  | 27.5 |  |
| Transaction costs | — |  | 10.8 |  |
| 2024 plan restructuring charges | (0.2) |  | 1.5 |  |
| 2023 plan restructuring charges | (0.2) |  | (0.5) |  |
| Total adjustments (1) | (0.4) |  | 39.3 |  |
| **First Quarter of Fiscal 2025, as adjusted (1)** | $132.5 | 71.0% | $19.1 | 10.3% |

Note: Totals may not sum due to rounding.

(1) The “As adjusted” measure is a non-GAAP financial measure that adjusts the consolidated statements of operations for the first quarter of fiscal 2025 to exclude the impact of the $27.5 million ($26.3 million after tax) of the franchise rights acquired impairment, the impact of the $10.8 million ($8.1 million after tax) of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and the net impact of the $1.5 million ($1.1 million after tax) of 2024 plan restructuring charges and the reversal of $0.5 million ($0.4 million after tax) of 2023 plan restructuring charges. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Certain results for the first quarter of fiscal 2024 were adjusted to exclude the impact of franchise rights acquired impairments and the net impact of restructuring charges. See “Non-GAAP Financial Measures” above. The table below sets forth a reconciliation of certain of those components of our selected financial data for the three months ended March 30, 2024 which have been adjusted.

*(in millions except percentages)*

|  | Gross Profit | Gross Margin | Operating Loss | Operating Loss Margin |
| --- | ---: | ---: | ---: | ---: |
| **First Quarter of Fiscal 2024** | $137.8 | 66.7% | $(269.3) | (130.4%) |
| Adjustments to reported amounts (1) |  |  |  |  |
| Franchise rights acquired impairments | — |  | 258.0 |  |
| 2023 plan restructuring charges | 2.4 |  | 5.5 |  |
| 2022 plan restructuring charges | 0.0 |  | 0.2 |  |
| Total adjustments (1) | 2.5 |  | 263.7 |  |
| **First Quarter of Fiscal 2024, as adjusted (1)** | $140.3 | 67.9% | $(5.6) | (2.7%) |

Note: Totals may not sum due to rounding.

(1) The “As adjusted” measure is a non-GAAP financial measure that adjusts the consolidated statements of operations for the first quarter of fiscal 2024 to exclude the impact of the $258.0 million ($241.5 million after tax) of franchise rights acquired impairments, and the net impact of the $5.5 million ($4.1 million after tax) of 2023 plan restructuring charges and the $0.2 million ($0.2 million after tax) of 2022 plan restructuring charges. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

### Consolidated Results

#### Revenues

Revenues for the first quarter of fiscal 2025 were $186.6 million, a decrease of $20.0 million, or 9.7%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which negatively impacted our revenues in the first quarter of fiscal 2025 by $1.8 million, revenues for the first quarter of fiscal 2025 would have decreased 8.8% versus the prior year period. This decrease was driven by a decline in Behavioral Subscription Revenues, partially offset by an increase in Clinical Subscription Revenues. The decline in Behavioral Subscription Revenues was primarily due to the lower number of Incoming Behavioral Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024 and Behavioral recruitment declines during the first quarter of fiscal 2025 versus the prior year period. The decline in Behavioral Subscription Revenues was also driven by a higher mix of subscribers within their initial, lower-priced commitment periods. The increase in Clinical Subscription Revenues was primarily due to Clinical recruitment growth during the first quarter of fiscal 2025 versus the prior year period and the higher number of Incoming Clinical Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024. See “—Operating Results” for additional details on revenues.

#### Cost of Revenues

Cost of revenues for the first quarter of fiscal 2025 decreased $15.1 million, or 21.9%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which decreased cost of revenues in the first quarter of fiscal 2025 by $0.2 million, cost of revenues for the first quarter of fiscal 2025 would have decreased 21.6% versus the prior year period. Excluding the net impact of the reversal of $0.4 million of restructuring charges in the first quarter of fiscal 2025 and the net impact of the $2.5 million of restructuring charges in the first quarter of fiscal 2024, cost of revenues for the first quarter of fiscal 2025 would have decreased by 18.4%, or 18.1% on a constant currency basis, versus the prior year period as a result of the actions to reduce the fixed cost base within our business.

#### Gross Profit

Gross profit for the first quarter of fiscal 2025 decreased $4.9 million, or 3.6%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which negatively impacted gross profit in the first quarter of fiscal 2025 by $1.6 million, gross profit for the first quarter of fiscal 2025 would have decreased 2.4% versus the prior year period. Excluding the net impact of the reversal of $0.4 million of restructuring charges in the first quarter of fiscal 2025 and the net impact of the $2.5 million of restructuring charges in the first quarter of fiscal 2024, gross profit for the first quarter of fiscal 2025 would have decreased by 5.5%, or 4.4% on a constant currency basis, versus the prior year period. Gross margin for the first quarter of fiscal 2025 increased to 71.2%, or 71.4% on a constant currency basis, versus 66.7% for the first quarter of fiscal 2024. Excluding the net impact of the reversal of restructuring charges in the first quarter of fiscal 2025 and the net impact of restructuring charges in the first quarter of fiscal 2024, gross margin for the first quarter of fiscal 2025 would have increased to 3.1%, or 3.3% on a constant currency basis, versus the prior year period. This gross margin increase was driven primarily by actions to reduce the fixed cost base within our business.

#### Marketing

Marketing expenses for the first quarter of fiscal 2025 decreased $11.4 million, or 12.6%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which decreased marketing expenses in the first quarter of fiscal 2025 by $0.2 million, marketing expenses for the first quarter of fiscal 2025 would have decreased 12.4% versus the prior year period. This decrease in marketing expenses was primarily due to lower spend on TV and online advertising. Marketing expenses as a percentage of revenue for the first quarter of fiscal 2025 decreased to 42.2% from 43.7% for the first quarter of fiscal 2024.

#### Selling, General and Administrative

Selling, general and administrative expenses for the first quarter of fiscal 2025 decreased $12.2 million, or 20.7%, versus the first quarter of fiscal 2024. Excluding the impact of foreign currency, which decreased selling, general and administrative expenses in the first quarter of fiscal 2025 by $0.1 million, selling, general and administrative expenses for the first quarter of fiscal 2025 would have decreased 20.5% versus the prior year period. Excluding the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of the $1.4 million of restructuring charges in the first quarter of fiscal 2025 and the net impact of the $3.3 million of restructuring charges in the first quarter of fiscal 2024, selling, general and administrative expenses for the first quarter of fiscal 2025 would have decreased by 37.9%, or 37.7% on a constant currency basis, versus the prior year period. This decrease in selling, general and administrative expenses was primarily due to a decline in employee compensation and related costs from continued cost discipline and execution towards our cost savings initiative plan announced in 2024. Selling, general and administrative expenses as a percentage of revenue for the first quarter of fiscal 2025 decreased to 25.1% from 28.6% for the first quarter of fiscal 2024. Excluding the impact of the transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of restructuring charges in the first quarter of fiscal 2025 and the net impact of restructuring charges in the first quarter of fiscal 2024, selling, general and administrative expenses as a percentage of revenue for the first quarter of fiscal 2025 would have decreased by 8.4%, or 8.5% on a constant currency basis, versus the prior year period.

#### Impairments

In performing our interim impairment analysis as of March 29, 2025, we determined that the carrying value of our United States indefinite-lived franchise rights acquired unit of account exceeded its respective fair value and, as a result, we recorded an impairment charge for our United States unit of account of $27.5 million in the first quarter of fiscal 2025.

In performing our interim impairment analysis as of March 30, 2024, we determined that the carrying values of our United States, Australia, New Zealand and United Kingdom indefinite-lived franchise rights acquired units of account exceeded their respective fair values and, as a result, we recorded impairment charges for our United States, Australia, New Zealand and United Kingdom units of account of $251.4 million, $4.1 million, $2.3 million and $0.2 million, respectively, in the first quarter of fiscal 2024.

#### Operating Loss

Operating loss for the first quarter of fiscal 2025 was $20.2 million compared to operating loss for the first quarter of fiscal 2024 of $269.3 million. Operating loss for the first quarter of fiscal 2025 was negatively impacted by $1.2 million of foreign currency. Excluding the impact of the $27.5 million franchise rights acquired impairment in the first quarter of fiscal 2025, the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of the $1.0 million of restructuring charges in the first quarter of fiscal 2025, the impact of the $258.0 million of franchise rights acquired impairments in the first quarter of fiscal 2024 and the net impact of the $5.7 million of restructuring charges in the first quarter of fiscal 2024, operating income would have been $19.1 million, or $20.4 million on a constant currency basis, for the first quarter of fiscal 2025 versus operating loss of $5.6 million for the first quarter of fiscal 2024. Operating loss margin for the first quarter of fiscal 2025 was 10.8% compared to operating loss margin for the first quarter of fiscal 2024 of 130.4%. Excluding the impact of the franchise rights acquired impairment in the first quarter of fiscal 2025, the impact of the transaction costs related to the review of strategic alternatives to strengthen our balance sheet in the first quarter of fiscal 2025, the net impact of restructuring charges in the first quarter of fiscal 2025, the impact of franchise rights acquired impairments in the first quarter of fiscal 2024 and the net impact of restructuring charges in the first quarter of fiscal 2024, operating income margin would have been 10.3%, or 10.8% on a constant currency basis, for the first quarter of fiscal 2025 versus operating loss margin of 2.7% for the first quarter of fiscal 2024. This increase in operating income margin was driven by a decrease in selling, general and administrative expenses as a percentage of revenue, an increase in gross margin and a decrease in marketing expenses as a percentage of revenue versus the prior year period.

#### Interest Expense

Interest expense for the first quarter of fiscal 2025 increased $2.9 million, or 11.6%, versus the first quarter of fiscal 2024. The increase in interest expense was driven primarily by an increase in the base rate of our Term Loan Facility (as defined below). The effective interest rate on our debt, based on interest incurred (which includes amortization of our deferred financing costs and debt discount) and our average borrowings during the first quarter of fiscal 2025 and the first quarter of fiscal 2024 and excluding the impact of any applicable interest rate swaps, was 7.17% per annum for the first quarter of fiscal 2025 versus 7.78% per annum for the first quarter of fiscal 2024, or 6.80% per annum for the first quarter of fiscal 2024 including the impact of any applicable interest rate swaps. Interest expense was impacted by the termination of our interest rate swaps on March 31, 2024. See “—Liquidity and Capital Resources—Long-Term Debt” for additional details regarding our debt, including interest rates and payments thereon.

#### Other Expense (Income), Net

Other expense (income), net, which consists primarily of the impact of foreign currency on intercompany transactions, changed by $3.8 million for the first quarter of fiscal 2025 to $2.2 million of expense as compared to $1.6 million of income for the first quarter of fiscal 2024.

#### Tax

Our effective tax rate for the first quarter of fiscal 2025 was (45.1%) compared to (19.0%) for the first quarter of fiscal 2024. The effective tax rate for interim periods is determined using an annual effective tax rate, adjusted for discrete items. The forecasted full-year fiscal 2025 tax expense, which included an increase in valuation allowance against U.S. deferred tax assets, in relation to our forecasted full-year pretax loss (albeit minimal), drove the unusually high negative annual effective tax rate. Applying this negative annual effective tax rate to pretax loss for the first quarter of fiscal 2025 resulted in an income tax expense of $22.6 million, which is mostly reflected in income taxes payable on our consolidated balance sheet and consolidated statement of cash flows.

For the first quarter of fiscal 2025, 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, partially offset by a tax benefit related to foreign-derived intangible income (“FDII”). The adoption of the Organization for Economic Cooperation and Development’s global tax reform initiative, which introduces a global minimum tax of 15% applicable to large multinational corporations, did not have an impact on the first quarter of fiscal 2025. For the first quarter of fiscal 2024, 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 benefit related to FDII.

#### Net Loss and Diluted Net Loss Per Share

Net loss for the first quarter of fiscal 2025 was $72.6 million compared to net loss for the first quarter of fiscal 2024 of $347.9 million. Net loss for the first quarter of fiscal 2025 was negatively impacted by $0.9 million of foreign currency. Net loss for the first quarter of fiscal 2025 included a $26.3 million impact from the franchise rights acquired impairment, an $8.1 million impact from transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and a $0.7 million net impact from restructuring charges. Net loss for the first quarter of fiscal 2024 included a $241.5 million impact from franchise rights acquired impairments and a $4.3 million net impact from restructuring charges.

Diluted net loss per share for the first quarter of fiscal 2025 was $0.91 compared to diluted net loss per share for the first quarter of fiscal 2024 of $4.39. Diluted net loss per share for the first quarter of fiscal 2025 included a $0.33 impact from the franchise rights acquired impairment, a $0.10 impact from transaction costs related to the review of strategic alternatives to strengthen our balance sheet, and a $0.01 net impact from restructuring charges. Diluted net loss per share for the first quarter of fiscal 2024 included a $3.05 impact from franchise rights acquired impairments and a $0.05 net impact from restructuring charges.

### Operating Results

As previously disclosed, effective the first day of fiscal 2024 (i.e., December 31, 2023), as a result of the continued evolution of our centralized organizational structure in fiscal 2023, and management’s 2024 strategic planning process, our reportable segments changed to one segment for the purpose of making operational and resource decisions and assessing financial performance.

#### Metrics and Business Trends

The following tables set forth key metrics for the first quarter of fiscal 2025 and the percentage change in those metrics versus the prior year period:

### (in millions except percentages)

*Q1 2025*

| GAAP Subscription Revenues | Other Revenues | Total Revenues | Constant Currency Subscription Revenues | Other Revenues | Total Revenues |
| ---: | ---: | ---: | ---: | ---: | ---: |
| $185.2 | $1.4 | $186.6 | $187.0 | $1.4 | $188.4 |
| **% Change Q1 2025 vs. Q1 2024** |  |  |  |  |  |
| (9.3%) | (44.2%) | (9.7%) | (8.4%) | (43.2%) | (8.8%) |

35

### (in millions except percentages, Total Subscription Revenues Per Paid Weeks and as noted)

*Q1 2025*

*(in thousands)*

| Total Paid Weeks | Total Subscription Revenues Per Paid Weeks | Total Subscription Revenues Per Paid Weeks (Constant Currency) | Incoming Subscribers | End of Period Subscribers |
| ---: | ---: | ---: | ---: | ---: |
| 44.8 | $4.13 | $4.17 | 3,335.7 | 3,434.1 |
| **% Change Q1 2025 vs. Q1 2024** |  |  |  |  |
| (13.4%) | 4.8% | 5.8% | (12.2%) | (14.2%) |

### (in millions except percentages)

*Q1 2025*

*Subscription Revenues*

| Digital Subscription Revenues GAAP | Constant Currency | Workshops + Digital Subscription Revenues GAAP | Constant Currency | Behavioral Subscription Revenues GAAP | Constant Currency | Clinical Subscription Revenues GAAP | Constant Currency |
| ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| $120.4 | $121.9 | $35.3 | $35.6 | $155.7 | $157.5 | $29.5 | $29.5 |
| **% Change Q1 2025 vs. Q1 2024** |  |  |  |  |  |  |  |
| (12.5%) | (11.4%) | (26.0%) | (25.3%) | (16.0%) | (15.0%) | 57.1% | 57.1% |

### (in millions except percentages)

*Q1 2025*

*Paid Weeks*

| Digital Paid Weeks | Workshops + Digital Paid Weeks | Behavioral Paid Weeks | Clinical Paid Weeks |
| ---: | ---: | ---: | ---: |
| 36.8 | 6.6 | 43.3 | 1.5 |
| **% Change Q1 2025 vs. Q1 2024** |  |  |  |
| (13.1%) | (22.1%) | (14.6%) | 45.8% |

*Q1 2025*

| Subscription Revenues Per Paid Weeks Digital Subscription Revenues Per Paid Weeks | Workshops + Digital Subscription Revenues Per Paid Weeks | Behavioral Subscription Revenues Per Paid Weeks | Clinical Subscription Revenues Per Paid Weeks | Subscription Revenues Per Paid Weeks (Constant Currency) Digital Subscription Revenues Per Paid Weeks | Workshops + Digital Subscription Revenues Per Paid Weeks | Behavioral Subscription Revenues Per Paid Weeks | Clinical Subscription Revenues Per Paid Weeks |
| ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| $3.28 | $5.38 | $3.59 | $19.46 | $3.32 | $5.42 | $3.64 | $19.46 |
| **% Change Q1 2025 vs. Q1 2024** |  |  |  |  |  |  |  |
| 0.7% | (5.0%) | (1.6%) | 7.7% | 2.0% | (4.2%) | (0.4%) | 7.7% |

### (in thousands except percentages)

*Q1 2025*

| Digital Subscribers Incoming Digital Subscribers | End of Period Digital Subscribers | Workshops + Digital Subscribers Incoming Workshops + Digital Subscribers | End of Period Workshops + Digital Subscribers | Behavioral Subscribers Incoming Behavioral Subscribers | End of Period Behavioral Subscribers | Clinical Subscribers Incoming Clinical Subscribers | End of Period Clinical Subscribers |
| ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| 2,740.6 | 2,794.3 | 503.4 | 505.0 | 3,244.0 | 3,299.4 | 91.7 | 134.8 |
| **% Change Q1 2025 vs. Q1 2024** |  |  |  |  |  |  |  |
| (11.0%) | (14.7%) | (22.7%) | (21.1%) | (13.1%) | (15.8%) | 37.8% | 55.2% |

36

#### Operating Performance

The decrease in revenues for the first quarter of fiscal 2025 versus the prior year period was driven by a decline in Behavioral Subscription Revenues, partially offset by an increase in Clinical Subscription Revenues. The decline in Behavioral Subscription Revenues was driven by a decrease in Digital Subscription Revenues and, to a lesser extent, a decrease in Workshops + Digital Subscription Revenues due to the lower number of respective Incoming Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024 and recruitment declines. The decline in Behavioral Subscription Revenues was also driven by a higher mix of subscribers within their initial, lower-priced commitment periods. The increase in Clinical Subscription Revenues was primarily due to Clinical recruitment growth during the first quarter of fiscal 2025 versus the prior year period and the higher number of Incoming Clinical Subscribers at the beginning of the first quarter of fiscal 2025 versus the beginning of the first quarter of fiscal 2024.

The increase in Total Subscription Revenues Per Paid Weeks for the first quarter of fiscal 2025 versus the prior year period was driven primarily by a mix shift to the Clinical business.

### LIQUIDITY AND CAPITAL RESOURCES

### Going Concern

We have experienced significant disruption and competitive pressures, including shifts in consumer behavior in the weight loss category, a rapid proliferation of GLP-1 and other medications available as weight-loss options, and significantly increased competition from new entrants. These factors have negatively impacted our Behavioral 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. Our management has continued to execute certain cost-savings initiatives, including our previously disclosed restructuring plans, to proactively manage our liquidity.

We have recurring net losses. During the first quarter of fiscal 2025, we recorded an operating loss of $20.2 million and a net loss of $72.6 million. Operating loss included $27.5 million of franchise rights acquired impairments that were non-cash. Our revenues decreased from $206.5 million for the first quarter of fiscal 2024 to $186.6 million for the first quarter of fiscal 2025. Cash provided by operating activities for the first quarter of fiscal 2025 was $15.0 million, which reflected outflows of $13.7 million for interest payments and $4.5 for severance payments. We had a total deficit of $1,182.9 million at March 29, 2025.

Our principal sources of liquidity are cash and cash equivalents, cash flows from operations and proceeds from the January 2025 borrowings under the Revolving Credit Facility (as defined below). Our primary cash needs for the twelve months following the issuance date of the financial statements (the “issuance date”) are funding our operations and global strategic initiatives, meeting debt service requirements and other financing commitments. We had unrestricted cash on hand of $236.3 million at March 29, 2025 (of which $39.1 million is maintained at foreign subsidiaries).

At March 29, 2025, we had outstanding $1,616.3 million of total debt, consisting of borrowings under the Term Loan Facility (as defined below) of $945.0 million with a stated maturity of April 13, 2028, $500.0 million in aggregate principal amount of Senior Secured Notes (as defined below) with a stated maturity of April 15, 2029, and $171.3 million of borrowings under the Revolving Credit Facility with a stated maturity of April 13, 2026.

In order to provide flexibility in assessing strategic options and to create financial flexibility, we increased our outstanding debt by borrowing $50.0 million and $121.3 million on January 2, 2025 and January 31, 2025, respectively, under our Revolving Credit Facility, currently at an interest rate of approximately 7.3%. As a result of these drawdowns and $3.7 million outstanding letters of credit, we have no availability for future borrowings under our Revolving Credit Facility. At the filing of the fiscal 2024 Form 10-K, we had the intent and ability to remain in compliance with our obligations under our debt agreements.

During March 2025, we commenced substantive discussions with an ad hoc group of our lenders and noteholders with the aim of restructuring our debt in advance of the scheduled maturity dates and materially reducing the aggregate principal amount and corresponding interest payments. The goal of these discussions was to restructure our debt to allow increased operating cash flow for funding our operations and strategic initiatives. As a result of the negotiations with the ad hoc lender group, we reevaluated our intent to repay a portion of the Revolving Credit Facility.

If the aggregate principal amount of extensions of credit outstanding under the Revolving Credit Facility, inclusive of outstanding letters of credit, as of any fiscal quarter end exceeds 35%, or $61.3 million, of the amount of the aggregate commitments under the Revolving Credit Facility, we are required to be in compliance with a Consolidated First Lien Leverage Ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. Our Consolidated First Lien Leverage Ratio as of March 29, 2025 was 7.37:1.00. Although we had the ability to reduce our borrowings under the Revolving Credit Facility, we did not reduce our borrowings under the Revolving Credit Facility to $61.3 million as of March 29, 2025 as previously intended. Accordingly, we expect an Event of Default, as defined under the Revolving Credit Facility, to occur upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. We have not requested and do not currently expect to receive a waiver and, as a result, the maturity of borrowings under the Revolving Credit Facility could be accelerated by the Revolving Credit Facility lenders as a result of the anticipated Event of Default.

If the Revolving Credit Facility maturity is accelerated as a result of the anticipated Event of Default, the Term Loan Facility and Senior Secured Notes may be accelerated as the Term Loan Facility and Senior Secured Notes contain cross-default and/or cross-acceleration provisions. Based on the potential acceleration of the Revolving Credit Facility, the Term Loan Facility, and Senior Secured Notes, all outstanding borrowings under the Revolving Credit Facility, the Term Loan Facility, and Senior Secured Notes have been classified as current liabilities at March 29, 2025.

Our ability to meet our debt service requirements may be impacted by the anticipated Event of Default, as defined under the Revolving Credit Facility, which may result in acceleration of all of our indebtedness upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. We have been engaged in substantive discussions with an ad hoc group of our lenders and noteholders representing a portion of the Term Loan Facility and Senior Secured Notes lenders and noteholders, including the negotiation of a potential restructuring support agreement. We currently expect that these discussions will result in a prepackaged bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code by WW International, Inc. and certain of our subsidiaries, which we anticipate will occur imminently. A bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code would constitute an Event of Default under the Revolving Credit Facility, Term Loan Facility and Senior Secured Notes. There is no assurance that a prepackaged bankruptcy filing will be successful in restructuring our outstanding debt.

Given the anticipated Event of Default under the Revolving Credit Facility, the potential cross defaults under our Term Loan Facility and Senior Secured Notes and/or an Event of Default under the Revolving Credit Facility, Term Loan Facility and Senior Secured Notes as a result of a bankruptcy filing under Chapter 11 of the U.S. Bankruptcy Code and the inherent uncertainties associated with our discussions with lenders and noteholders, any resolution through a restructuring support agreement and bankruptcy process is uncertain and beyond management’s control. Therefore, management has concluded that as of March 29, 2025 there is substantial doubt about our ability to continue as a going concern and management’s plans at this stage do not alleviate substantial doubt about our ability to continue as a going concern.

The Consolidated Financial Statements do not reflect any adjustments related to the recoverability of assets and satisfaction of liabilities that might be necessary should we be unable to continue as a going concern.

### Balance Sheet Working Capital

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 at:

*(in millions)*

|  | March 29, 2025 | December 28, 2024 | Increase/ (Decrease) |
| --- | ---: | ---: | ---: |
| Total current assets | $281.3 | $102.6 | $178.6 |
| Total current liabilities | 1,821.6 | 173.3 | 1,648.3 |
| Working capital deficit | (1,540.4) | (70.7) | 1,469.7 |
| Cash and cash equivalents | 236.3 | 53.0 | 183.3 |
| Current portion of long-term debt, net | 1,603.0 | — | 1,603.0 |
| Working capital deficit, excluding cash and cash equivalents and current portion of long-term debt, net | $(173.7) | $(123.7) | $50.0 |

Note: Totals may not sum due to rounding.

The following table sets forth a summary of the primary factors contributing to the $50.0 million increase in our working capital deficit, excluding cash and cash equivalents and current portion of long-term debt, net:

*(in millions)*

|  | March 29, 2025 | December 28, 2024 | Increase/ (Decrease) | Impact to Working Capital Deficit |
| --- | ---: | ---: | ---: | ---: |
| Portion of operating lease liabilities due within one year | $7.4 | $8.2 | $(0.8) | $(0.8) |
| Deferred revenue | $31.9 | $31.7 | $0.3 | $0.3 |
| Prepaid income taxes | $4.4 | $11.7 | $(7.2) | $7.2 |
| Operational liabilities and other, net of assets | $95.3 | $81.8 | $13.5 | $13.5 |
| Accrued interest | $24.8 | $11.3 | $13.5 | $13.5 |
| Income taxes payable | $18.7 | $2.3 | $16.3 | $16.3 |
| Working capital deficit change, excluding cash and cash equivalents and current portion of long-term debt, net |  |  |  | $50.0 |

Note: Totals may not sum due to rounding.

The increase in income taxes payable was primarily due to the outsized impact of a significant, largely non-cash, income tax expense resulting from the valuation allowance recorded to reflect the uncertainty of the realization of U.S. deferred tax assets. The increase in accrued interest was primarily due to the timing of payments. The increase in operational liabilities and other, net of assets, which includes accrued salaries and wages, was driven primarily by an increase in accounts payable due to the timing of payments, partially offset by a decrease in accrued salaries and wages due to the decline in employee compensation and related costs. The decrease in prepaid income taxes was primarily due to cash tax payments made in the quarter.

### Cash Flows

The following table sets forth a summary of our cash flows for the three months ended:

*(in millions)*

|  | March 29, 2025 | March 30, 2024 |
| --- | ---: | ---: |
| Net cash provided by (used for) operating activities | $15.0 | $(36.0) |
| Net cash used for investing activities | $(3.2) | $(4.8) |
| Net cash provided by (used for) financing activities | $171.2 | $(0.6) |

#### Operating Activities

Cash flows provided by operating activities of $15.0 million for the first three months of fiscal 2025 reflected a change of $51.0 million from $36.0 million of cash flows used for operating activities for the first three months of fiscal 2024. This change was primarily attributable to a decrease in net loss, partially offset by a decrease in non-cash add-back adjustments driven by the decline in franchise rights acquired impairments in the first three months of fiscal 2025 as compared to the prior year period.

#### Investing Activities

Net cash used for investing activities totaled $3.2 million for the first three months of fiscal 2025, a decrease of $1.6 million as compared to the first three months of fiscal 2024. This decrease was primarily attributable to a decrease in capitalized software and website development expenditures in the first three months of fiscal 2025 as compared to the prior year period.

#### Financing Activities

Net cash provided by financing activities totaled $171.2 million for the first three months of fiscal 2025, a change of $171.9 million as compared to the first three months of fiscal 2024. This change was primarily attributable to an increase in borrowings on the Revolving Credit Facility in the first three months of fiscal 2025 as compared to the prior year period.

### Long-Term Debt

We currently plan to meet our long-term debt obligations by using cash flows provided by operating activities and opportunistically using other means to repay or refinance our obligations as we determine appropriate.

The following schedule sets forth our long-term debt obligations at March 29, 2025:

### Long-Term Debt

### At March 29, 2025

### (in millions)

|  | March 29, 2025 |
| --- | ---: |
| Revolving Credit Facility due April 13, 2026 | $171.3 |
| Term Loan Facility due April 13, 2028 | 945.0 |
| Senior Secured Notes due April 15, 2029 | 500.0 |
| Total | 1,616.3 |
| Less: Current portion | 1,603.0 |
| Unamortized deferred financing costs | 6.4 |
| Unamortized debt discount | 6.9 |
| Total long-term debt | $— |

Note: Totals may not sum due to rounding.

In the second quarter of fiscal 2021, in connection with our refinancing of our then-existing credit facilities, we incurred approximately $1,000.0 million in an aggregate principal amount of borrowings under our new credit facilities (as amended from time to time, the “Credit Facilities”) and issued $500.0 million in aggregate principal amount of 4.500% Senior Secured Notes due 2029 (the “Senior Secured Notes”), each as described in further detail below.

#### Credit Facilities

The Credit Facilities were issued under a credit agreement, dated April 13, 2021 (as amended from time to time, the “Credit Agreement”), among the Company, as borrower, the lenders party thereto, and Bank of America, N.A. (“Bank of America”), as administrative agent and an issuing bank. The Credit Facilities consist of (1) $1,000.0 million in aggregate principal amount of senior secured tranche B term loans due in 2028 (the “Term Loan Facility”) and (2) $175.0 million in an aggregate principal amount of commitments under a senior secured revolving credit facility (which includes borrowing capacity available for letters of credit) due in 2026 (the “Revolving Credit Facility”).

On January 2, 2025 and January 31, 2025, we borrowed $50.0 million and $121.3 million, respectively, under the Revolving Credit Facility. These borrowings under the Revolving Credit Facility were incurred in order to provide flexibility in assessing strategic options and to create financial flexibility.

As of March 29, 2025, we had $1,116.3 million in an aggregate principal amount of loans outstanding under our Credit Facilities, with $0 of availability and $3.7 million in issued but undrawn letters of credit outstanding under the Revolving Credit Facility subject to its terms and conditions as discussed below. There were $171.3 million of borrowings outstanding under the Revolving Credit Facility as of March 29, 2025.

All obligations under the Credit Agreement are guaranteed by, subject to certain exceptions, each of our current and future wholly-owned material domestic restricted subsidiaries. All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the assets of the Company and each guarantor, subject to customary exceptions, including:

- a pledge of 100% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such first-tier non-U.S. subsidiary), subject to certain exceptions; and
- a security interest in substantially all other tangible and intangible assets of the Company and each guarantor, subject to certain exceptions.

The Credit Facilities require us to prepay outstanding term loans, subject to certain exceptions, with:

- 50% (which percentage will be reduced to 25% and 0% if we attain certain first lien secured net leverage ratios) of our annual excess cash flow;
- 100% of the net cash proceeds of certain non-ordinary course asset sales by the Company and our restricted subsidiaries (including casualty and condemnation events, subject to de minimis thresholds), and subject to the right to reinvest 100% of such proceeds, subject to certain qualifications; and
- 100% of the net proceeds of any issuance or incurrence of debt by the Company or any of our restricted subsidiaries, other than certain debt permitted under the Credit Agreement.

The foregoing mandatory prepayments will be used to reduce the installments of principal on the Term Loan Facility. We may voluntarily repay outstanding loans under the Credit Facilities at any time without penalty, except for customary “breakage” costs with respect to Term SOFR loans under the Credit Facilities.

In June 2023, in connection with the planned phase-out of LIBOR, we amended our Credit Facilities to replace LIBOR with Term SOFR as the benchmark rate under the Credit Agreement, which is calculated to include a credit spread adjustment of 0.11448%, 0.26161%, 0.42826%, or 0.71513% for 1, 3, 6, or 12 months period, respectively, in addition to the Term SOFR Screen Rate (as defined in the Credit Agreement) and the margin (which was not amended).

Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at our option, either (1) an applicable margin plus a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.50% or (2) an applicable margin plus a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided that Term SOFR is not lower than a floor of 0.50%. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to an applicable margin based upon a leverage-based pricing grid, plus, at our option, either (1) a base rate determined by reference to the highest of (a) 0.50% per annum plus the Federal Funds Effective Rate as determined by the Federal Reserve Bank of New York, (b) the prime rate of Bank of America and (c) the Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00%; provided that such rate is not lower than a floor of 1.00% or (2) a Term SOFR rate determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain additional costs, provided such rate is not lower than a floor of zero. As of March 29, 2025, the applicable margins for the Term SOFR rate borrowings under the Term Loan Facility and the Revolving Credit Facility were 3.50% and 2.75%, respectively.

On a quarterly basis, we pay a commitment fee to the lenders under the Revolving Credit Facility in respect of unutilized commitments thereunder, which commitment fee fluctuates depending upon our Consolidated First Lien Leverage Ratio (as defined in the Credit Agreement).

The 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, and (3) customary events of default. As of March 29, 2025, we were in compliance with the covenants under the Credit Agreement that were in effect on such date.

The availability of certain baskets and the ability to enter into certain transactions are also subject to compliance with certain financial ratios. In addition, if the aggregate principal amount of extensions of credit (inclusive of outstanding letters of credit) under the Revolving Credit Facility as of any fiscal quarter end exceeds 35%, or $61.3 million, of the aggregate revolving commitments, we are required to be in compliance with a Consolidated First Lien Leverage Ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. There were $171.3 million of borrowings outstanding under the Revolving Credit Facility as of March 29, 2025. Our Consolidated First Lien Leverage Ratio as of March 29, 2025 was 7.37:1.00. Accordingly, we expect an Event of Default, as defined under the Revolving Credit Facility, to occur upon the delivery of the next compliance certificate, due on May 13, 2025, and the expiration of the applicable cure period, which is to occur on or before June 4, 2025. If the Revolving Credit Facility is accelerated, the Term Loan Facility and Senior Secured Notes may be accelerated as the Term Loan Facility and Senior Secured Notes contain cross-default and/or cross-acceleration provisions.

#### Senior Secured Notes

The Senior Secured Notes were issued pursuant to an Indenture, dated as of April 13, 2021 (as amended, supplemented or modified from time to time, the “Indenture”), among the Company, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent. The Indenture contains customary terms, events of default and covenants for an issuer of non-investment grade debt securities. These covenants include limitations on indebtedness, liens, mergers, acquisitions, asset sales, investments, distributions, prepayments of subordinated debt and transactions with affiliates, in each case subject to baskets, thresholds and other exceptions. As of March 29, 2025, we were in compliance with the covenants under the Indenture that were in effect on such date.

The Senior Secured Notes accrue interest at a rate per annum equal to 4.500% and will mature on April 15, 2029. Interest on the Senior Secured Notes is payable semi-annually on April 15 and October 15 of each year. Commencing April 15, 2024, we may on any one or more occasions redeem some or all of the Senior Secured Notes at a purchase price equal to 102.250% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date, such optional redemption price decreasing to 101.125% on or after April 15, 2025 and to 100.000% on or after April 15, 2026. If a change of control occurs, we must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 101% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date. Following the sale of certain assets and subject to certain conditions, we must offer to purchase for cash the Senior Secured Notes at a purchase price equal to 100% of the principal amount of the Senior Secured Notes, plus accrued and unpaid interest, if any, to, but not including, the purchase date.

The Senior Secured Notes are guaranteed on a senior secured basis by our subsidiaries that guarantee the Credit Facilities. The Senior Secured Notes and the note guarantees are secured by a first-priority lien on all the collateral that secures the Credit Facilities, subject to a shared lien of equal priority with our and each guarantor’s obligations under the Credit Facilities and subject to certain thresholds, exceptions and permitted liens.

#### Outstanding Debt

At March 29, 2025, we had $1,616.3 million outstanding under the Credit Facilities and the Senior Secured Notes, consisting of borrowings under the Term Loan Facility of $945.0 million, $171.3 million (inclusive of outstanding letters of credit) drawn down on the Revolving Credit Facility and $500.0 million in aggregate principal amount of Senior Secured Notes issued and outstanding.

At March 29, 2025 and December 28, 2024, our debt consisted of both fixed and variable-rate instruments. We have historically entered into interest rate swaps to hedge a portion of the cash flow exposure associated with our variable-rate borrowings. At March 29, 2025, we did not have any interest rate swaps in effect. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, exclusive of the impact of any applicable interest rate swaps, was approximately 7.18% and 7.75% per annum at March 29, 2025 and December 28, 2024, respectively, based on interest rates on these dates. The weighted average interest rate (which includes amortization of deferred financing costs and debt discount) on our outstanding debt, including the impact of any applicable interest rate swaps, was approximately 7.18% and 7.47% per annum at March 29, 2025 and December 28, 2024, respectively, based on interest rates on these dates.

The following schedule sets forth our year-by-year debt obligations at March 29, 2025:

### Total Debt Obligation

### (Including Current Portion)

### At March 29, 2025

### (in millions)

|  |  |
| --- | ---: |
| Remainder of fiscal 2025 | $— |
| Fiscal 2026 | 171.3 |
| Fiscal 2027 | 10.0 |
| Fiscal 2028 | 935.0 |
| Fiscal 2029 | 500.0 |
| Fiscal 2030 | — |
| Thereafter | — |
| Total | $1,616.3 |

Note: Totals may not sum due to rounding.

### Accumulated Other Comprehensive Loss

Our accumulated other comprehensive loss includes changes in the effects of foreign currency translations and the fair value of derivative instruments, as applicable. At March 29, 2025 and March 30, 2024, the cumulative balance of the effects of foreign currency translations, net of taxes, was a loss of $22.6 million and a loss of $16.9 million, respectively. At March 30, 2024, the cumulative balance of changes in the fair value of derivative instruments, net of taxes, was $0.0 million.

### Dividends and Stock Transactions

We do not currently pay a dividend and we have no current plans to pay dividends in the foreseeable future. Any future determination to declare and pay dividends 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 provisions of Virginia law affecting the payment of distributions to shareholders and such other factors our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants in our existing indebtedness, including the Credit Agreement governing the Credit Facilities and the Indenture governing the Senior Secured Notes, and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future.

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. 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. The repurchase program allows for shares to be purchased from time to time in the open market or through privately negotiated transactions. The repurchase program currently has no expiration date. During the three months ended March 29, 2025 and March 30, 2024, we repurchased no shares of our common stock under this program.

### EBITDAS, Adjusted EBITDAS and Net Debt

We define EBITDAS, a non-GAAP financial measure, as earnings before interest, taxes, depreciation, amortization and stock-based compensation and Adjusted EBITDAS, a non-GAAP financial measure, as earnings before interest, taxes, depreciation, amortization, stock-based compensation, franchise rights acquired impairments, transaction costs related to the review of strategic alternatives to strengthen our balance sheet, net restructuring charges, former CEO separation expenses, and other items that management believes are not indicative of ongoing operations, as applicable.

The table below sets forth the reconciliations for EBITDAS and Adjusted EBITDAS, each a non-GAAP financial measure, to net loss, the most comparable GAAP financial measure, for the three months ended March 29, 2025 and March 30, 2024, and EBITDAS and Adjusted EBITDAS to net loss for the trailing twelve months ended March 29, 2025:

### (in millions)

|  | Three Months Ended March 29, 2025 | March 30, 2024 | Trailing Twelve Months |
| --- | ---: | ---: | ---: |
| Net loss | $(72.6) | $(347.9) | $(70.4) |
| Interest | 27.6 | 24.7 | 111.8 |
| Taxes | 22.6 | 55.4 | (32.3) |
| Depreciation and amortization | 6.9 | 10.4 | 34.3 |
| Stock-based compensation | 0.9 | 2.4 | 5.1 |
| EBITDAS | $(14.6) | $(254.9) | $48.5 |
| Franchise rights acquired impairments | 27.5 | 258.0 | 84.6 |
| Transaction costs | 10.8 | — | 10.8 |
| 2024 plan restructuring charges | 1.5 | — | 18.5 |
| 2023 plan restructuring charges | (0.5) | 5.5 | (0.9) |
| 2022 plan restructuring charges | — | 0.2 | (0.2) |
| Former CEO separation expenses | — | — | 3.9 |
| Other (1) | 2.2 | (1.6) | 1.1 |
| Adjusted EBITDAS (2) | $26.9 | $7.2 | $166.3 |

Note: Totals may not sum due to rounding.

(1) Primarily consists of the impact of foreign exchange gains and losses.

(2) The “Adjusted EBITDAS” measure is a non-GAAP financial measure that (i) adjusts the consolidated statements of operations for the three months ended March 29, 2025 to exclude the impact of the $27.5 million franchise rights acquired impairment, the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, the net impact of the $1.5 million of 2024 plan restructuring charges and the reversal of $0.5 million of 2023 plan restructuring charges, and the impact of the $2.2 million of other; (ii) adjusts the consolidated statements of operations for the three months ended March 30, 2024 to exclude the impact of the $258.0 million of franchise rights acquired impairments, the net impact of the $5.5 million of 2023 plan restructuring charges and the $0.2 million of 2022 plan restructuring charges, and the impact of the $1.6 million of other; and (iii) adjusts EBITDAS for the trailing twelve months ended March 29, 2025 to exclude the impact of the $84.6 million of franchise rights acquired impairments, the impact of the $10.8 million of transaction costs related to the review of strategic alternatives to strengthen our balance sheet, the net impact of the $18.5 million of 2024 plan restructuring charges, the reversal of $0.9 million of 2023 plan restructuring charges and the reversal of $0.2 million of 2022 plan restructuring charges, the impact of the $3.9 million of former CEO separation expenses and the impact of the $1.1 million of other. See “Non-GAAP Financial Measures” above for an explanation of our use of non-GAAP financial measures.

Reducing leverage is a capital structure priority for the Company. As of March 29, 2025, our total debt less unamortized deferred financing costs and unamortized debt discount/net loss ratio was (22.8)x. As of March 29, 2025, our net debt/Adjusted EBITDAS ratio was 8.2x.

The table below sets forth the reconciliation for net debt, a non-GAAP financial measure, to total debt, the most comparable GAAP financial measure, for the three months ended:

### (in millions)

|  | March 29, 2025 |
| --- | ---: |
| Total debt | $1,616.3 |
| Less: Unamortized deferred financing costs | 6.4 |
| Less: Unamortized debt discount | 6.9 |
| Less: Cash on hand | 236.3 |
| Net debt | $1,366.7 |

Note: Totals may not sum due to rounding.

We present EBITDAS, Adjusted EBITDAS and net debt/Adjusted EBITDAS because we consider them to be useful supplemental measures of our performance. In addition, we believe EBITDAS, Adjusted EBITDAS and net debt/Adjusted EBITDAS are useful to investors, analysts and rating agencies in measuring the ability of a company to meet its debt service obligations. See “—Non-GAAP Financial Measures” herein for an explanation of our use of these non-GAAP financial measures.

### OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we do not participate in arrangements that generate relationships with unconsolidated entities or financial partnerships established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, such as entities often referred to as structured finance or special purpose entities.

### SEASONALITY

Our business is seasonal due to the importance of the winter season to our overall member recruitment environment. Historically, we experience our highest level of recruitment during the first quarter of the year, which is supported with the highest concentration of advertising spending. Therefore, our number of End of Period Subscribers in the first quarter of the year has been typically higher than the number in other quarters of the year, historically reflecting a decline over the course of the year.

### AVAILABLE INFORMATION

Corporate information and our press releases, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments thereto, are available free of charge on our corporate website at corporate.ww.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also make available at that site the Section 16 reports filed electronically by our officers, directors and 10 percent shareholders.

We use our corporate website at corporate.ww.com and certain social media channels such as our Instagram account (Instagram.com/weightwatchers), corporate Facebook page (www.facebook.com/weightwatchers), X account (@ww\_us) and LinkedIn page (www.linkedin.com/company/weightwatchers) as channels of distribution of Company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website and social media channels shall not be deemed to be incorporated herein by reference.

## Market risk

As filed, 234 characters.

As of March 29, 2025, the market risk disclosures appearing in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for fiscal 2024 have not materially changed from December 28, 2024.

## Controls and procedures

As filed, 1,580 characters.

#### Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 29, 2025, the end of the first quarter of fiscal 2025. Based upon that evaluation and subject to the foregoing, our principal executive officer and our principal financial officer concluded that, as of the end of the first quarter of fiscal 2025, the design and operation of our disclosure controls and procedures were effective at the reasonable assurance level.

#### Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 20,434 characters.

There have been no material changes in the risk factors from those detailed in our Annual Report on Form 10-K for fiscal 2024 other than as set forth below.

**Our ability to meet our debt service obligations may be adversely impacted if our debt is accelerated due to our anticipated event of default under our Revolving Credit Facility.**

As of March 29, 2025, our total debt was $1,616.3 million, consisting of $945.0 million of borrowings under our Term Loan Facility that mature on April 13, 2028, $500.0 million in aggregate principal amount of Senior Secured Notes that matures on April 15, 2029 and $171.3 million of borrowings under our Revolving Credit Facility that mature on April 13, 2026. Under the terms of our Revolving Credit Facility, if the aggregate principal amount of extensions of credit (inclusive of outstanding letters of credit) under the Revolving Credit Facility as of any fiscal quarter end exceeds 35%, or $61.3 million, of the aggregate revolving commitments, we are required to be in compliance with a consolidated first lien secured net leverage ratio not to exceed 5.25:1.00 through and including the first fiscal quarter of 2025 and not to exceed 5.00:1.00 thereafter. Our consolidated first lien secured net leverage ratio as of March 29, 2025 was 7.37:1.00, and we will not be able to meet the 5.25:1.00 consolidated first lien secured net leverage ratio as of March 29, 2025 when tested in the coming weeks. Accordingly, the Company expects an event of default to occur under the Revolving Credit Facility upon the delivery of the next compliance certificate and the expiration of the applicable cure period, which is to occur on or before June 4, 2025.

Our ability to meet our debt service obligations may be impacted by the anticipated event of default under the Revolving Credit Facility which may result in acceleration of our indebtedness. We do not currently expect to receive a waiver and, as a result, the maturity of borrowings under the Revolving Credit Facility may be accelerated. If the Revolving Credit Facility is accelerated, the Term Loan Facility and Senior Secured Notes may be accelerated as the Term Loan Facility and Senior Secured Notes contain cross-default and/or cross-acceleration provisions. If our indebtedness is accelerated, we may not be able to repay our indebtedness, including making interest and principal payments, and we may not be able to borrow sufficient funds to refinance such indebtedness. Any such acceleration likely would independently cause us to file for bankruptcy.

**We may be subject to other risks and uncertainties associated with a potential restructuring transaction if, as anticipated, it is implemented through a bankruptcy.**

We have engaged in substantive discussions with certain of our creditors, and we expect that these discussions will result in a restructuring transaction that we anticipate will imminently be implemented through Chapter 11 Cases. If such Chapter 11 Cases are commenced, the Company and its applicable affiliates would be expected to continue to operate the business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court of the applicable jurisdiction and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company would plan to seek approval of customary first day motions to ensure its ability to continue operating in the ordinary course of business both domestically and internationally, including authority to pay employee wages and benefits and vendors and suppliers in the ordinary course of business, but there can be no assurance as to how quickly such motions would be approved.

Our operations and ability to execute our business plan, our financial condition and our liquidity during any Chapter 11 Cases would be subject to the risks and uncertainties associated with the filing thereof. These risks include the following: our ability to confirm and consummate any plan of reorganization; our ability to obtain and/or maintain court approval with respect to motions filed in any Chapter 11 Cases from time to time; our ability to maintain our relationships with our vendors, members, employees and other third parties; the impact of negative publicity associated with a bankruptcy filing on our business; our ability to maintain contracts that are critical to our operations; our ability to execute on our business plan; our ability to attract, motivate and retain key employees and our management team; the high costs of bankruptcy and related fees; the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us; the ability of third parties to seek and obtain court approval to terminate or shorten the exclusivity period for us to propose and confirm a plan of reorganization, to appoint a Chapter 11 trustee or examiner, or to convert any Chapter 11 Cases to a Chapter 7 proceeding; the actions and decisions of our creditors and other third parties who have interests in any Chapter 11 Cases that may be inconsistent with our plans; our ability to remain listed on The Nasdaq Stock Market LLC (“Nasdaq”); and uncertainties and continuing risks associated with our ability to achieve our stated goals.

Given the inherent uncertainties associated with our discussions with creditors, any resolution through a restructuring support agreement and bankruptcy process is uncertain and our business may be adversely impacted, including by experiencing a loss of members and vendors who may be concerned about our long-term prospects. In addition, the filing of Chapter 11 Cases could affect our business and operations in various ways and we cannot predict the timing and impact of events that may occur during such time, including negative publicity and the need to seek court or creditor approval for certain actions.

**The negotiations regarding potential restructuring transactions have consumed and will continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations.**

Our management has spent, and continues to be required to spend, a significant amount of time and effort focusing on potential restructuring transactions (including the anticipated Chapter 11 Cases). This diversion of attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if the restructuring transactions are protracted. During the pendency of any restructuring transactions, our employees may face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could have a materially adverse effect on our ability to meet member expectations, thereby adversely affecting our business and results of operations. The failure to retain or attract members of our management team and other key personnel could impair our ability to execute our strategy and implement operational initiatives, thereby having a material adverse effect on our financial condition and results of operations.

**Our common stock may be delisted from Nasdaq and there is no guarantee that our common stock will be regularly traded on the over-the-counter markets.**

The shares of our common stock are currently listed on Nasdaq under the symbol “WW.” In the event of filing of the Chapter 11 Cases, we anticipate that our shares would be suspended from trading and may eventually be delisted from Nasdaq.

There can be no assurance that the Company will be able to maintain its listing on Nasdaq during the pendency of any Chapter 11 Cases. If Nasdaq determines to continue the listing of our common stock during any bankruptcy reorganization, we would nevertheless be required to satisfy all requirements for listing, upon emerging from bankruptcy proceedings. There is no guarantee we could satisfy all requirements for initial listing upon emergence from any potential bankruptcy proceeding or be able to list any new common equity for a reorganized Company.

Delisting would have an adverse effect on the liquidity of our common stock and, as a result, the market price for our common stock is likely to become more volatile. Delisting may also reduce the number of investors willing to hold or acquire our common stock and negatively impact our ability to access equity markets and obtain financing. Delisting would also be expected to negatively impact your ability to sell or otherwise transact in our common stock.

If our shares are suspended from trading on Nasdaq, our common stock would be expected to be quoted in the OTC Pink Current Market. The OTC Pink Current Market is a significantly more limited market than Nasdaq, and quotation on the OTC Pink Current Market will likely result in a less liquid market for existing and potential holders of the common stock to trade our common stock and could further depress the trading price of our common stock. There is no guarantee that our common stock would be regularly traded on the over-the-counter markets, and accordingly, our common stock could become illiquid. We can provide no assurance as to whether broker-dealers will continue to provide public quotes of the common stock on this market, or whether the trading volume of the common stock will be sufficient to provide for an efficient trading market.

**Our new compounded GLP-1 offering exposes us to a variety of risks that could result in an adverse impact on our reputation, business and ability to effectively compete. In addition, due to changes in the regulatory environment, we will no longer be offering compounded semaglutide after May 22, 2025.**

In October 2024, WeightWatchers Clinic began offering to eligible clinical members access to compounded semaglutide, a GLP-1 prescription medication, sourced via a 503B outsourcing facility (the “Manufacturing Supplier”) and dispensed by a licensed 503A pharmacy (“Dispensing Pharmacy”). A 503B outsourcing facility must meet certain conditions under Section 503B of the Federal Food, Drug and Cosmetic Act (the “FDCA”), including registration with the U.S. Food and Drug Administration (the “FDA”). The facility must also operate in compliance with the FDA’s Current Good Manufacturing Practice (cGMP) regulations and guidance and is subject to FDA inspection relating to compliance with cGMPs. If the Manufacturing Supplier or any of its compounded products are found by the FDA not to satisfy the criteria set forth in Section 503B, it may not be able to fulfill the prescriptions prescribed by the WeightWatchers Clinic clinicians, which could have an adverse effect on our business. Compounding pharmacies and 503B outsourcing facilities have been subject to increased scrutiny of their compounding activities by the FDA and state governmental agencies, and a governmental inquiry or action or litigation could be brought against us, our affiliated medical practices, the Dispensing Pharmacy or the Manufacturing Supplier relating to GLP-1 compounding activities. In such a case, we may experience negative publicity and reputational harm. Manufacturers of the branded GLP-1 medications also have brought private actions against compounders and outsourcing facilities, as well as prescribers of compounded medications, including against med-spas, medical practices and telehealth providers, and such action or litigation could be brought against us or our affiliated medical practices. The Manufacturing Supplier is legally permitted to produce compounded semaglutide injection while the approved branded GLP-1 drug products (i.e., Ozempic and Wegovy) (the “Drug Products”) appear on the FDA drug shortage list. The Drug Products were added to the FDA drug shortage list in 2022. In a Declaratory Order issued on February 21, 2025, the FDA determined that the semaglutide injection product shortage is resolved and removed the Drug Products from the shortage list. As part of the Declaratory Order, the FDA stated that 503A pharmacies will be permitted to compound injectible semaglutide until the later of the date of the district court’s decision on the plaintiffs’ preliminary injunction motion in Outsourcing Facilities Association (OFA) v. FDA, 4:25-cv-00174 (N.D. Tex.) (“OFA Case”), or April 22, 2025 and that 503B outsourcing facilities will be permitted to compound injectible semaglutide until the later of the date of such district court decision or May 22, 2025. On April 24, 2025, the district court in the OFA Case denied OFA’s request for preliminary injunction. As a result, 503B outsourcing facilities will no longer be permitted to compound injectible semaglutide beginning on May 22, 2025. The Manufacturing Supplier must operate in compliance with the FDA’s requirements and produce compounded semaglutide only during the applicable period of enforcement discretion and may not be able to fulfill the prescriptions prescribed by the WeightWatchers Clinic clinicians after the expiration of such period. In light of the resolution of the OFA litigation and the imminent deadline by which 503B outsourcing facilities must stop producing compounded semaglutide, on May 22, 2025 we will cease our offering that includes the compounded medication, which could adversely impact our business and results of operations. We are preparing transition plans for WeightWatchers Clinic members that will both comply with FDA requirements and prioritize patient continuity of care, transitioning WeightWatchers Clinic members to other available and suitable medications, such as branded GLP-1s and oral medications. However, there can be no assurance that WeightWatchers Clinic members will be able to be successfully transitioned to other medications to the same extent, or at all, due to a variety of factors, including some outside of our control. This transition is occurring earlier in 2025 than we initially anticipated and may result in near term headwinds within our WeightWatchers Clinic business.

Additionally, on October 22, 2024, Novo Nordisk filed a petition with the FDA, requesting that semaglutide products be added to the lists of drug products that present demonstrable difficulties for compounding pursuant to the FDCA Sections 503A(b)(3) and 503B(a)(6) (the “Demonstrable Difficulties for Compounding Lists”). If added to the Demonstrable Difficulties for Compounding Lists, 503A pharmacies and 503B facilities would be prohibited from producing compounded semaglutide under any circumstances, even if the FDA continues to exercise enforcement discretion with respect to the shortage or if it were added back to the drug shortage list. The regulatory landscape applicable to GLP-1s continues to rapidly evolve. Additionally, many branded GLP-1 medications are protected under intellectual property laws that limit the formulations and methods of use that other parties may use, and our promotion of compounded formulations may result in our being subject to infringement claims and other litigation, which could adversely affect our ability to effectively compete.

During the transition period that we continue to offer access to compounded medication, our business could be negatively impacted by perceived risks associated with compounded medications. Certain compounding pharmacies and 503B outsourcing facilities have experienced both facility and product quality issues and been the subject of negative media coverage. We or the Manufacturing Supplier or Dispensing Pharmacy may also face allegations, litigation, and regulatory investigations under federal or state laws related to the marketing, fulfillment, distribution, and/or sale of these products. Litigation and regulatory proceedings, and particularly the healthcare, pharmaceutical-related, consumer protection, data privacy and/or class action matters we could face, may be protracted and expensive, and the results are difficult to predict. Such litigation or regulatory proceedings and investigations, FDA shortage list implications, unexpected side effects or safety or efficacy concerns with our compounded semaglutide offering (or GLP-1s as a class) or related negative publicity could have an adverse effect on our reputation, business and ability to effectively compete.

### Our business is subject to legislative and regulatory restrictions.

A number of laws and regulations govern our advertising and marketing, services, products, operations and relations with consumers, licensees, franchisees, coaches, guides, employees and government authorities in the countries in which we operate.

Certain federal, state and foreign agencies, such as the U.S. Federal Trade Commission (the “FTC”) and the U.S. Food and Drug Administration (the “FDA”), regulate and enforce such laws and regulations relating to advertising and marketing, promotions, packaging, labeling, privacy, consumer pricing and billing arrangements, and other consumer protection matters. In addition, the FTC recently announced a final “click-to-cancel” rule that will require providers of subscription services like ourselves to make it as easy for consumers to cancel their enrollment as it was to sign up. Other jurisdictions and states, such as California, have adopted similar and even more restrictive legislation. This new legislation and regulation could have a material negative impact on our business by resulting in an increase in subscription terminations. A determination by a federal, state or foreign agency, or a court in connection with a governmental enforcement action or private litigation, that any of our practices do not meet existing or new laws or regulations could result in liability, adverse publicity, and restrictions on our business operations. For example, during the mid-1990s, the FTC filed complaints against a number of commercial weight management providers alleging violations of federal law in connection with the use of advertisements that featured testimonials, claims for program success and program costs. In 1997, we entered into a consent order with the FTC settling all contested issues raised in the complaint filed against us. The consent order required us to comply with certain procedures and disclosures in connection with our advertisements of services and products and expired by its terms in 2017.

We are subject to many distinct employment, labor, commercial, benefits and tax laws and regulations in each country in which we operate, including regulations affecting our employment and wage and hour practices and our relations with our employees, coaches and guides. If we are required to comply with new laws or regulations or interpretations of existing laws and regulations that differ from our interpretations, are unable to comply with these laws, regulations or interpretations, or are subject to litigation with respect to these laws, regulations or interpretations, our business and results of operations could be adversely affected.

Laws and regulations directly applicable to communications, operations (including the use and treatment of personal data) or commerce over the Internet, such as those governing consumer protection, intellectual property, privacy and taxation, continue to evolve. Recent examples include the enactment of the European General Data Protection Regulation, the California Consumer Privacy Act and the California Privacy Rights Act. If we are required to comply with new laws or regulations or interpretations of existing laws or regulations that differ from our interpretations, or if we are unable to comply with these laws, regulations or interpretations, our business and results of operations could be adversely affected.

Future laws or regulations, including laws or regulations affecting our advertising and marketing practices, consumer pricing and billing arrangements, use and treatment of personal data, relations with consumers, employees, coaches, guides, brand ambassadors, spokespersons, social media influencers, licensees or franchisees, or our services and products, may have an adverse impact on us.

For additional information regarding the legislative and regulatory restrictions applicable to our Clinical business, see our other Risk Factors regarding our Clinical business in our Annual Report on Form 10-K for fiscal 2024.

Filed May 6, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-064482. Last ingested by Listed: Oct 24, 2026, 14:55 ET. No prices; not investment advice.