NASDAQ: WW

The following terms used in this Annual Report on Form 10-K are our trademarks: ConnectTM, Points®, Weight Watchers®, Weight Watchers RxFlexFundTM, Weekend HealthTM, ZeroPoint® and the Weight Watchers logo.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, this Annual Report on Form 10-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, in particular, the statements about our plans, strategies, objectives, initiatives, and prospects under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have generally used the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Annual Report on Form 10-K and the documents incorporated by reference herein to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in these forward-looking statements.

You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified below and discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events or otherwise.

SUMMARY OF MATERIAL RISKS

A summary of the principal factors that create risk in investing in our securities and might cause actual results to differ from expectations is set forth below:

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our recent emergence from bankruptcy, which could adversely affect our business and relationships and subjects us to risks and uncertainties;

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competition from other weight management and health and wellness industry participants or the development of more effective or more favorably perceived weight management methods;

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our failure to continue to retain and grow our subscriber base;

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our ability to be a leader in the rapidly evolving and increasingly competitive clinical weight management and weight loss market;

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our ability to continue to develop new, innovative services and products and enhance our existing services and products or the failure of our services, products or brands to continue to appeal to the market, or our ability to successfully expand into new channels of distribution or respond to consumer trends or sentiment;

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our ability to successfully implement strategic initiatives;

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the effectiveness and efficiency of our advertising and marketing programs, including the strength of our social media presence;

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the impact on our reputation of actions taken by our franchisees, licensees, suppliers, affiliated provider entities, PCs’ healthcare professionals, and other partners;

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the recognition of asset impairment charges;

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the loss of key personnel, strategic partners or consultants or failure to effectively manage and motivate our workforce;

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our ability to successfully make acquisitions or enter into collaborations or joint ventures, including our ability to successfully integrate, operate or realize the anticipated benefits of such businesses;

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uncertainties related to a downturn in general economic conditions or consumer confidence, including as a result of the existing inflationary environment, changes in tariffs and escalating trade tensions, rising interest rates, the potential impact of political and social unrest and increased volatility in the credit and capital markets;

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the seasonal nature of our business;

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our failure to maintain effective internal control over financial reporting;

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the impact of events that impede accessing resources or discourage or impede people from gathering with others;

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the early termination by us of leases;

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the inability to renew certain of our licenses, or the inability to do so on terms that are favorable to us;

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the dependence of our payments system on third-party service providers;

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the impact of our exposure to variable rate indebtedness;

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the ability to generate sufficient cash to service our debt and satisfy our other liquidity requirements;

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uncertainties regarding the satisfactory operation of our technology or systems;

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the impact of data security breaches and other malicious acts or privacy concerns, including the costs of compliance with evolving privacy laws and regulations;

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our ability to successfully integrate and use artificial intelligence in our business;

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our ability to enforce our intellectual property rights both domestically and internationally, as well as the impact of our involvement in any claims related to intellectual property rights;

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the impact of existing and future laws and regulations;

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risks related to our exposure to extensive and complex healthcare laws and regulations;

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the outcomes of litigation or regulatory actions;

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risks and uncertainties associated with our international operations, including regulatory, economic, political, social, intellectual property, and foreign currency risks, which risks may be exacerbated as a result of war and terrorism;

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our ability to engage in share repurchases and pay cash dividends in the foreseeable future;

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risks related to the actions of activist shareholders and anti-takeover provisions in our articles of incorporation and bylaws;

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risks related to the actions of our shareholders and the exclusive forum provisions in our articles of incorporation;

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the possibility that we could fail to maintain the listing of our common stock on The Nasdaq Stock Market LLC (“Nasdaq”); and

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other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission (the “SEC”).

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Item 1. Business

Overview

For more than sixty years, Weight Watchers has been one of the world’s most effective weight management programs, designed to help millions of members live longer, healthier lives. Our unique approach to weight health was built on a simple idea: people trying to lose weight together succeed more often than those who go it alone.

In the early 1960s, founder Jean Nidetch invited friends to her apartment building for weight-loss meetings. Those informal meetings quickly evolved into an organized program, because Nidetch understood something about human psychology that has since been confirmed by modern behavioral science: accountability to others – not shame, but shared responsibility, encouragement, and belonging – is a catalyst for lasting change. That commitment to the transformative power of community, combined with the guidance of evidence-based science, helped turn Weight Watchers into the most recognized global brand in the field of weight loss.

Today, we are redefining weight management for the GLP-1 era with a fully integrated model that brings together our supportive community built over six decades with personalized nutrition, behavioral science, digital innovation, world-class coaching, and compassion to create a differentiated program that is unique in the marketplace. In addition, our digital platform provides our U.S. members access to a network of licensed, specialized healthcare professionals – including board-certified doctors and clinicians trained in obesity medicine – who can prescribe a comprehensive formulary of medications, including both the oral and injectable versions of GLP-1 medications, to eligible members through Weight Watchers-affiliated practices.

This holistic approach addresses both the biological and behavioral drivers of weight management, empowering members to achieve lasting health outcomes at a time when our own data shows what independent studies confirm: that people who participate in structured weight loss programs are more likely to achieve and maintain significant weight loss than those who follow self-directed plans.

As the number of people with overweight and obesity continues to grow and medical breakthroughs bring results into reach for many, the need for effective, scalable, consumer-friendly, and tailored weight management programs that include access to weight loss medication will continue to increase. We believe the effective combination of our integrated programs, global presence, supportive community, and high brand awareness – all rooted in kindness and belonging – uniquely position Weight Watchers to attract new and returning members while becoming the destination for effective weight management in the GLP-1 era, helping people live longer, healthier, and happier lives.

Our primary sources of revenue across our fully integrated model are subscriptions for our Behavioral and Clinical business offerings. We organize these offerings into three primary membership tiers:

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First, Core: sits within our “Behavioral” business and provides subscriptions to our digital product offerings, including our #1 doctor-recommended Points Program, Personalized Modes, proprietary Weight Health Score, AI Body Scanner, member-only social network for community support, 12,000+ recipes, and on-demand fitness videos. Registered dietitians are also available to support members as an add-on.

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Second, Core+: also sits within our “Behavioral” business and provides subscriptions for all features of our Core tier along with additional unlimited access to our coaching, in-person and virtual workshops, and our recently launched Menopause and GLP-1 Success Programs, which feature tailored life stage- and medication-specific digital and workshop content, as well as exclusive access to PVOLVE fitness content tailored to members.

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Third, Med+ (U.S. only): sits within our “Clinical” business and provides subscriptions for all features of our Behavioral offerings with additional access to board-certified doctors and clinicians trained in obesity medicine and menopause care, unlimited chats or visits with clinicians and care team members, a comprehensive formulary of U.S. Food and Drug Administration (“FDA”)-approved medication to those clinically eligible, convenient and streamlined care navigation that includes insurance support and cash pay options.

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Emergence from Bankruptcy

On May 6, 2025 (the “Petition Date”), we and certain of our subsidiaries (the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). Subsequently, on May 30, 2025, the Debtors filed with the Court the First Amended Joint Prepackaged Plan of Reorganization of WW International, Inc. and its Debtor Affiliates, Docket No. 143 (as supplemented, the “Plan”), and on June 24, 2025 (the “Emergence Date”), we emerged from the Chapter 11 Cases in accordance with the Plan. Since the Petition Date and through the Emergence Date, we operated our businesses as debtors-in-possession under the jurisdiction of the Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.

On April 13, 2021, we, as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent and an issuing bank, entered into a credit agreement (the “Prepetition Credit Agreement”). The Prepetition Credit Agreement provided for senior secured financing of $1,175.0 million in the aggregate, consisting of (1) $1,000.0 million in aggregate principal amount of senior secured tranche B term loans maturing on April 13, 2028 (the “Prepetition Term Loan Facility”) and (2) a $175.0 million senior secured revolving credit facility (which included borrowing capacity available for letters of credit) maturing on April 23, 2026 (the “Prepetition Revolving Credit Facility” and, together with the Prepetition Term Loan Facility, the “Prepetition Credit Facilities”). On April 13, 2021, we issued $500.0 million in aggregate principal amount of our 4.500% Senior Secured Notes due 2029 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of April 13, 2021 (the “Indenture”), among us, the guarantors named therein and The Bank of New York Mellon, as trustee and notes collateral agent.

Upon emergence from bankruptcy, all outstanding liabilities of approximately $1,116.0 million under the Prepetition Credit Facilities and the Prepetition Credit Agreement, and all outstanding obligations of $500.0 million under the Notes and the Indenture were discharged and the liens and mortgages related thereto were released. Additionally, on the Emergence Date we (A) executed the senior secured credit agreement (“the Senior Secured Credit Agreement”) by and between us, as borrower, the lenders party thereto, and Wilmington Savings Fund Society, FSB (“WSFS”), as administrative agent, providing for a five-year term loan (the “New Term Loan Facility”) in an aggregate principal amount of $465.0 million, maturing on June 24, 2030, to (i) refinance first lien claims and (ii) provide working capital and liquidity post-emergence, (B) distributed 9.1 million shares of our common stock to the holders of prepetition first lien claims (see Note 2 “Emergence from Voluntary Reorganization under Chapter 11” of the notes to the audited consolidated financial statements for more information on first lien claims) and 0.9 million shares of our common stock to the holders of prepetition common stock, and (C) issued four letters of credit of $3.7 million in the aggregate, all maturing in 2026.

Beginning on the Emergence Date, we applied fresh start accounting which resulted in Successor and Predecessor financial statement presentation. References to “Successor” relate to our operations for the period from June 25, 2025 through December 31, 2025. References to “Predecessor” relate to our operations for the period from December 29, 2024 through June 24, 2025 and the fiscal year ended December 28, 2024. Refer to Note 1 “Basis of Presentation and Summary of Significant Accounting Policies” and Note 3 “Fresh Start Accounting” of the notes to the audited consolidated financial statements, contained in Part IV, Item 15 of this Annual Report on Form 10-K, for further details.

Business Organization

As previously disclosed, effective the first day of fiscal 2024 (i.e., December 31, 2023), as a result of the continued evolution of the Company’s centralized organizational structure in fiscal 2023, and management’s 2024 strategic planning process, the Company’s reportable segments changed to one segment for the purpose of making operational and resource decisions and assessing financial performance. The segment information presented in this Annual Report on Form 10-K for fiscal 2023 was updated to reflect this reportable segment structure. For details on our reportable segment as of fiscal 2024, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of this Annual Report on Form 10-K.

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Our Offerings

Our Behavior Change Programs

Our weight loss and weight management programs are rooted in evidence-based nutritional and behavior change science. They include a range of science-based nutrition, activity, behavioral and lifestyle tools as well as strategies that can be tailored for individual weight goals and different life stages, including our Points, GLP-1 Success, Diabetes, and Menopause programs.

Our Points Program continues to be grounded in our scientific Points system, which uses a proprietary nutritional algorithm to assign each food a value based on its calories, saturated fat, unsaturated fat, added sugar, protein, and fiber content. The program begins with a proprietary personal assessment that establishes a member’s metabolic rate. The member then receives a tailored daily and weekly Points Budget to guide them towards healthy foods and appropriate portion sizes, forming the foundation of a healthy eating pattern. Members can take advantage of over 350 ZeroPoint foods (nutritious foods which do not need to be weighed, measured, or tracked).

We offer tailored versions of our programs for individuals managing specific life stages or health conditions, which include our:

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GLP-1 Success Program: Tailors all aspects of our behavioral support program to help members using GLP-1 medications drive more effective and sustainable results. The program, which is available to members whether they receive their GLP-1 prescription through Weight Watchers or from other providers, provides personalized nutrition guidance to help members meet important macronutrient goals, tools to track weight loss and medication doses, strategies and support for managing side effects, and strength-building plans to help preserve muscle mass. The program also provides access to expert coaches trained in GLP-1 support, and virtual community groups with others who are on similar paths, feel similar frustrations, and are working to achieve success through the same program.

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Diabetes Program: Takes into account the dietary needs of those living with diabetes by tracking blood sugar levels and tailoring their plans around those foods that are less likely to cause adverse results, while also enabling members to connect certain continuous glucose monitor data to our app for additional insights.

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Menopause Program: Provides evidence-based guidance and medication access for women reaching perimenopause and menopause who are simultaneously managing weight, hormonal, and metabolic changes.

Our app delivers our programs by providing tools, education, nutrition and wellness resources, along with access to our virtual member community. These include our AI-powered Food Tracker and Recipe Analyzer, which instantly estimates and tracks ingredients, portions, and Points based upon a photo or recipe’s website address. In addition to tracking Points, members can also track macronutrient data, including calories, protein, carbohydrates, fat, fiber, and sodium. Our app includes trackers for water, activity, sleep, and weight (and, for members on our Diabetes Program, a tracker for blood sugar) while expanding wearables integration and incorporating our recently launched AI Body Scanner, which, taken together, provides an enhanced, AI-powered, 3D view of a member’s body composition changes beyond the scale. Members also have access to an on-demand video library offering guided movement and activity programs, including curricula tailored for GLP-1 users, menopause support, strength building, and overall fitness.

Members can supplement their app experience with group workshops of 15 to 45-minutes in duration, delivered either virtually through the app or, where available, in person. These interactive workshops, which are led by doctors, registered dietitians, or Weight Watchers-trained coaches, encourage learning and inspire members to make positive changes towards their individual goals. In addition, members are able to schedule individual visits with registered dietitians who are licensed professionals and provide nutrition guidance and personalized meal planning.

Clinical Offering

Med+ is our Clinical offering in the United States which provides members who medically qualify with access to specialized clinicians, including board-certified doctors and clinicians trained in obesity medicine and menopause care. Med+’s comprehensive formulary provides flexible, individualized treatment plans that pair FDA-approved medications for chronic weight management, including both the oral and injectable versions of GLP-1s, with medical solutions designed for different health needs and budgets.

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Through our telehealth platform, members are guided by a multidisciplinary care team, which is comprised of a board-certified clinician, registered dietitians, and a care coordinator to facilitate insurance coverage, if applicable. Med+ members also gain access to our GLP-1 Success program and other behavior change programs, including workshops. With their clinician's guidance, members receive comprehensive medication management—from adjusting dosages and refilling prescriptions to tracking weight loss and mitigating potential side effects.

Our Subscription Model

The payment structure for our offerings discussed above is through subscription plans and, in some cases, includes one-time payments for add-on services, such as registered dietitian visits that are offered to all members in the United States regardless of subscription plan. Pursuant to these subscription plans, a member typically selects the behavior change program which best meets them on their personal weight health journey and commits to a minimum term, for which they are automatically charged on a monthly basis until the end of their commitment term if they elect to cancel. With any subscription, members are granted access to one of our programs and our app with its functionality and tools. Within the three channels of membership subscription described below, members can find services and tools that best meet their preferences and needs.

Behavioral Business

In our Behavioral business, we offer Core and Core+ membership tiers.

Our Core tier is a digital subscription product for weight loss and weight management. Our app provides interactive and personalized resources that allow subscribers to follow one of our behavior change programs, including access to Connect, our member community platform.

We continually innovate our digital offerings and are currently executing an extensive digital transformation, completely re-platforming our app to unify the user experience and remove legacy barriers between programs.

In our Core+ tier, we offer a subscription for unlimited access to our workshops, in addition to our Core subscription product described above. Coaches lead these interactive workshops, which encourage learning and inspire members to make positive changes towards their individual goals. We also offer tailored versions of our programs for individuals managing specific life stages or health conditions, including our GLP-1 Success, Menopause and Diabetes Programs.

To meet the evolving needs of our members, we are reinvigorating our workshop experiences by bringing in new coach creators and introducing new virtual communities around shared interests, including GLP-1s, menopause, and cooking.

As of the end of fiscal 2025, we had approximately 2.6 million Behavioral subscribers.

Clinical Business

In our Clinical business, we offer a Med+ subscription tier for clinically eligible members, which provides unlimited access to a clinician who can prescribe medications when clinically appropriate, including both the oral and injectable versions of GLP-1s as well as hormone replacement therapy, each of which include access to the benefits of our Behavioral business offering described above. As part of this offering, each Clinical member has a care team to assist them in their weight health journey. The care team offers support and guidance on how to meet weight health challenges, including those related to insurance coordination. Clinical members have access to check-ins with their respective clinicians to assist them with their medication as needed. Clinical members also are able to access our app – including a GLP-1-specific behavioral program – as well as attend dedicated virtual workshops to connect with other members on similar weight health journeys and receive guidance from a coach, in addition to any other virtual or in-person workshops.

As of the end of fiscal 2025, we had approximately 130.2 thousand Clinical subscribers.

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Weight Watchers for Business Offering

Through our Weight Watchers for Business offering, we leverage our organizational capability to serve employers, payers, and health plans with our Behavioral and Clinical business offerings. As healthcare and GLP-1 medication costs continue to be a significant concern for these stakeholders, we are bringing innovative solutions to the market, such as enterprise-tailored versions of our GLP-1 Success Program and Med+ offerings as well as the Weight Watchers RxFlexFund. This offering provides a flexible approach for organizations who want to support employee access to GLP-1s while managing overall costs.We believe that our broad range of offerings uniquely positions us to serve the market while helping employers, health plans, and payers reduce their healthcare costs and improve the overall weight health of their constituents.

Our Clinical Efficacy and Reputation in the Marketplace

We are grounded in decades of proven scientific research and we have continued to evolve our science-backed programs alongside advancements in nutritional and behavior change research. With over 180 peer-reviewed scientific publications on Weight Watchers (including 65 that incorporate randomized controlled trial data), we are one of the most extensively studied commercial weight management programs.

This robust body of research underscores the scientific rigor of our approach, demonstrating its effectiveness across clinical and community settings, and in comparisons to other weight management programs or standards of care.

In 2024, we published real-world data in the journal Obesity from a 12-month study analyzing weight loss outcomes in Weight Watchers Med+ members using obesity medication. We demonstrated average weight loss of 8.9% at 3 months, 14.1% at 6 months, 17.7% at 9 months, and 19.4% at 12 months. This real-world analysis demonstrated outcomes consistent with phase 3 clinical trials of obesity medications, suggesting generalizability beyond clinical trial and in-person settings.

In 2025, we published data from a 6-month clinical trial in partnership with the Cleveland Clinic in the journal Obesity that evaluated individuals with overweight or obesity taking semaglutide or tirzepatide for weight loss and related outcomes through Weight Watchers Med+ and provided the GLP-1 Success Program. Weight Watchers Med+ members given the GLP-1 Success Program lost 12.3% of their body weight, on average, after 6 months. Additionally, Weight Watchers Med+ members given the GLP-1 Success Program reduced their hunger by 32.8% and food cravings by 17.9%, improved their diet quality by 34.7%, experienced a 53% increase in quality of life, a 33.8% reduction in depression symptoms, and lowered their systolic blood pressure by 7.8% and diastolic blood pressure by 5.8%.

In 2026, we published real-world data in the journal Obesity from a 24-month study analyzing weight loss outcomes among members using obesity medications. We demonstrated average weight loss of 18.5% (42.3 lbs) at 18 months and 20.3% (46.9 lbs) at 24 months for members prescribed obesity medications. Of those just prescribed GLP-1 medications, we demonstrated average weight loss of 18.8% (42.8 lbs) at 18 months and 20.5% (47.4 lbs) at 24 months. This real-world analysis of Weight Watchers Med+ members demonstrated outcomes consistent with large-scale clinical trials, supporting the long-term efficacy of obesity medications provided by a telemedicine weight management clinic.

In 2026, we published a 12-week randomized controlled trial that compared taking oral weight loss medications bupropion and naltrexone on their own to taking bupropion and naltrexone with the Weight Watchers behavioral program, including the Points Program, which showed an average 54% more weight loss when combining medication and Weight Watchers behavioral support compared to medications alone.

In 2025, we published data from a 6-month randomized controlled trial in the American Journal of Clinical Nutrition that compared participants provided Weight Watchers’ Points Program to those given standard nutritional guidelines alone. Weight Watchers’ Points Program resulted in 3.5x more weight loss and 4.7x greater improvements in diet quality than standard nutritional guidance. Weight Watchers members increased their Healthy Eating Index score by 5.31 points, compared to 1.13 points with standard guidance.

Weight Watchers has also demonstrated efficacy among individuals with diabetes. In 2023, results from a 6-month multisite, single arm trial of the Weight Watchers Diabetes Program in people with type 2 diabetes conducted at Pennington Biomedical Research Center, University of Florida, and Virginia Commonwealth University and funded by Weight Watchers demonstrated statistically significant improvements in weight loss, blood sugar, and diabetes distress at six months.

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The efficacy and the value of our offerings are also well-acknowledged in the marketplace. In 2026, we again were recognized by U.S. News & World Report in the “Best Diets” rankings, including ranking #1 for “Best Weight-Loss Diets” for the sixteenth consecutive year and again ranking #1 for “Best Diet Programs.” Additionally, Newsweek named Weight Watchers the #1 Most Trusted Brand in 2026, within the Weight Loss Program category.

Through our commitment to rigorous scientific research, we believe we continue to set the standard in evidence-based weight management, helping individuals achieve meaningful and lasting health improvements.

Marketing and Promotion

Our communications with consumers and other promotional efforts enhance our brand image and awareness and motivate both former and new potential customers to join Weight Watchers. We are actively modernizing the Weight Watchers brand to present a bolder, more contemporary identity that is credible in medical solutions, grounded in science, and powered by community. We utilize a data-driven approach to our media placements, promotional offers, and website and app store presence to enhance marketing efficiency, drive conversion, and maximize subscription value. Our advertising campaigns are supported across multiple platforms (e.g., television (linear and digital streaming), social media, search, programmatic, audio, affiliate, branded content, electronic customer relationship marketing (eCRM), direct mail, and public relations). We develop and maintain a high level of engagement with current and potential customers on various social media platforms including Facebook, Instagram, and TikTok. We utilize brand ambassadors, spokespersons, and social media influencers – including celebrities – as part of our advertising and marketing strategy.

In addition to the above advertising channels, we take advantage of other channels for which we are uniquely positioned, given our long history and our network of Weight Watchers coaches and members. The word-of-mouth generated by our current and former members, combined with our strong brand and reputation for effectiveness, enable us to attract new and returning members.

Seasonality

Our business is seasonal due to the importance of the winter season to our overall member recruitment environment. Historically, we have experienced 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 (as defined below) 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.

Competition

We compete in the global weight management and health and wellness market.

The weight management and health and wellness industries include commercial weight management programs; online and clinical prescription services; weight management services administered in-person or virtually by doctors, dietitians, and other clinicians; the pharmaceutical industry and prescription and over the counter weight management and weight loss injectables, pills, and appetite suppressants as well as compounded drug formulations; weight loss and wellness apps and monitoring solutions, such as nutrition and wearable trackers; surgical procedures; the genetics and biotechnology industry; self-help weight management regimens and other self-help weight management products, services, and publications, such as generative artificial intelligence (“AI”) tools, books, magazines, websites, and social media influencers and groups; dietary supplements and meal replacement products; healthy living services, coaching, products, content, and publications; government agencies and non-profit groups that offer weight management services; fitness centers; and national drug store chains. These competitive programs, products, services, and publications are offered at various price points, and in some cases for free or at a low cost to consumers, such as free apps.

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Competition among commercial weight management programs and online and clinical prescription services is largely based on program recognition and reputation; the effectiveness, ease of use, safety, personalization and price of the program and services; the range of offerings and services; and the related digital platform, content, and user experience. We compete with many other companies in the commercial weight management industry, although we believe that in certain cases their businesses are not comparable to ours. For example, we believe our prominence as one of the most clinically-studied commercial weight management programs differentiates us from many of our competitors. In conjunction with our flexible, healthy food plan and emphasis on behavior change education, we believe that the power of our communities – via our online social network, Connect, and workshops – increases accountability and provides our members with inspiration, human connection, and support, which motivates them and enables them to build healthier and more fulfilling food, activity, and lifestyle habits. Additionally, we believe we are differentiated by offering a continuum of solutions inclusive of our behavior change programs, community support through our workshops, and, in the United States, our Med+ platform which provides members who medically qualify access to clinicians who can prescribe weight management medications when clinically appropriate.

Our Clinical business is part of the emerging market at the confluence of healthcare and technology, which is increasingly competitive, subject to rapid change, and significantly affected by new product and technological introductions, the evolving regulatory landscape, and other market activities of industry participants. While the telehealth industry has incumbent and established competitors with substantial market share, the increased popularity and acceptance and rapid adoption of medication as a weight loss tool has introduced new competitors in the weight management and health and wellness market and increased competition from certain of our existing competitors. We compete directly not only with telehealth providers but also traditional healthcare providers, pharmacies, pharmaceutical companies, and other technology companies entering into the weight management and health and wellness industry. Conversely, increased attention by consumers and the media to recent developments, innovations, and approvals of chronic weight management drug therapies, the increase in compounded drug formulations, and the perception of their safety, effectiveness and ease of use may also delay or prevent consumer engagement in our Behavioral business line.

Trademarks, Patents and Other Proprietary Rights

We own numerous domestic and international trademarks, patents, domain names, and other proprietary rights that are valuable assets and are important to our business. Depending upon the jurisdiction, trademarks are valid as long as they are used in the regular course of trade and/or their registrations are properly maintained. Patent protection extends for varying periods according to the date of patent filing or grant and the legal term of patents in the jurisdiction in which the patent is granted. The actual protection afforded by a patent may vary from country to country depending upon the type of patent, the scope of its coverage, and the availability of legal remedies in the country. We believe the protection of our trademarks, copyrights, patents, domain names, trade dress, and trade secrets is important to our success. We aggressively protect our intellectual property rights by relying on a combination of trademark, copyright, patent, trade dress, trade secret, and other intellectual property laws, and through domain name dispute resolution systems.

History

In 1961, Jean Nidetch, our founder, attended a New York City obesity clinic and took what she learned from her personal experience there and began weight-loss meetings with a group of her overweight friends in the basement of a New York apartment building. Under Ms. Nidetch’s leadership, the group members supported each other in their weight-loss efforts, and word of the group’s success quickly spread. Ms. Nidetch and Al and Felice Lippert, who all successfully lost weight through these efforts, formally launched our business in 1963. WW International, Inc. (formerly known as Weight Watchers International, Inc.) was incorporated as a Virginia corporation in 1974 and succeeded the business that originally started in New York in 1963. Heinz acquired us in 1978. Artal Luxembourg S.A. acquired us from Heinz in 1999, and fully sold its remaining shares of our common stock in 2023.

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Acquisition of Clinical Business

As previously disclosed, on April 10, 2023, we completed our acquisition of the subscription telehealth platform offering of Weekend Health, Inc., doing business as Sequence, a Delaware corporation (“Sequence”), pursuant to an agreement and plan of merger, under which Sequence continued as a wholly-owned subsidiary of the Company. The acquisition of Sequence expanded our offerings for members to include clinical interventions and allowed us to build a new weight health pathway which leverages the advancements in chronic weight management medications and meets the increasing consumer demand for solutions, which include GLP-1 medications. For additional information on this acquisition, see Note 6 “Acquisitions” of the notes to the audited consolidated financial statements contained in this Annual Report on Form 10-K.

Regulation

A number of laws and regulations govern our advertising and marketing, services, products, operations and PCs and Affiliated Professionals (both as defined below) and relations with consumers, licensees, franchisees, health plans, strategic and other contractual partners, 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 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. Additionally, the FDA and state agencies and licensing boards regulate and enforce laws and regulations relating to certain of the products offered through our Clinical business. 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 coaches, guides and employees. Laws and regulations directly applicable to data protection and communications, operations or commerce over the Internet, such as those governing consumer protection, intellectual property, privacy and taxation, continue to evolve. Our operations are subject to these laws and regulations and we continue to monitor their development and our compliance.

From time to time, we have been in discussions with the FTC regarding advertisements of services and products. Subsequent to our 2018 acquisition of Kurbo Health, Inc. (“Kurbo”), we engaged in discussions with the FTC regarding online privacy obligations associated with that program. In February 2022, the FTC filed a complaint against us and proposed a settlement in order to resolve allegations that Kurbo violated the Children’s Online Privacy Protection Act. We entered into a consent order with the FTC in March 2022, settling all contested issues raised in the complaint, and determined in the second quarter of fiscal 2022 to exit the Kurbo business in the third quarter of fiscal 2022 as part of our strategic plan.

In addition, we, our PCs, and Affiliated Professionals are subject to other laws and regulations in the United States and internationally, as applicable. For example, the practice of medicine is subject to various federal, state, and local certification and licensing laws, regulations, and approvals, which relate to topics including the adequacy of medical care, the practice of medicine (including the provision of remote care), personnel, operating policies and procedures, and the prerequisites for the prescription of medication. Failure to comply with these or other laws and regulations or changes in laws, regulations, policies, and related interpretations and enforcement practices could give rise to civil or criminal penalties, affect our cost of doing business, alter the landscape in which we do business, and require operational changes. Our contractual relationships with our PCs and Affiliated Professionals are also subject to various state laws that prohibit fee splitting, the sharing of professional services income with nonprofessional or business interests, and the corporate practice of medicine (“CPOM”) and laws, regulations, and administrative interpretations intended to prevent unlicensed persons from interfering with or influencing the physician’s professional judgment. CPOM and fee splitting laws vary from state to state and are subject to interpretation and enforcement by state regulators, and the failure to comply could lead to adverse judicial or administrative actions against us, our PCs or Affiliated Professionals, civil or criminal penalties, cease-and-desist orders, loss of healthcare provider licenses, changes to contractual arrangements, and other materially adverse consequences. A determination of liability under, or noncompliance with, broadly applicable fraud and abuse laws and regulations, such as state healthcare fraud and abuse laws that apply to items or services reimbursed by any third-party payor, including funds paid out of pocket by patients, may also subject us, our PCs, or our Affiliated Professionals to fines, penalties, other adverse consequences, and restrictions on our business, our PCs or Affiliated Providers. The scope of these laws and interpretations of them vary by jurisdiction and are enforced by courts and governmental and regulatory authorities, each with broad discretion. See “Risk Factors—Risks Related to Laws and Regulations, Litigation, and Our International Operations—We may be subject to extensive fraud, waste, and abuse laws that may give rise to federal and state audits and investigations, including actions for false and other improper claims.”

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Human Capital Management

At Weight Watchers, we believe that our workforce plays a vital role in our success. As of December 31, 2025, we had approximately 3,500 employees in nine countries, a majority of whom were part-time employees. In addition, in certain of our international markets, our coaches and guides are self-employed and are not included in this total.

Training and Development

We develop our employees by offering in-house learning and development resources. These include online and in-person training programs on a variety of topics in order to foster career growth both in the long term and the short term. For example, we offer leadership training to help ensure our future business leaders have the necessary skill sets to manage and lead our organization.

Wellness, Health and Safety

We are focused on promoting the total wellness of our employees and offer resources, programs, and services to support our employees’ physical, mental, financial, and social wellness. We believe in creating a work environment that supports our employees’ wellbeing, while still maintaining our commitment to our members. Our work model is designed to enhance productivity and foster innovation by allowing our corporate employees and their leaders to work together to determine when, where, and how they work to achieve the best possible results. We believe this approach strikes an appropriate balance between our purpose-driven culture of helping our members develop healthy habits while respecting the wellness, health, and safety of our employees. To facilitate virtual and in-person collaboration, we offer forums and formal training programs to provide our employees with the tools and skills necessary to be successful in the workplace.

As always, protecting the privacy and security of our data is one of our top priorities, and we continue to enhance an advanced industry standard, Zero-Trust, software-defined network, coupled with multi-factor authentication, to secure our environment from unauthorized access.

Total Rewards

We provide competitive compensation and benefits programs to our employees. In addition to employee salaries, these programs (which vary by both employee level and by the country where the employees are located) include, among other items, bonuses, stock awards, retirement benefits such as 401(k) (or local market equivalent), healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid parental leave, advocacy resources, and employee assistance programs.

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.

Our Amended and Restated Code of Business Conduct and Ethics (the “Code of Business Conduct and Ethics”) and our Corporate Governance Guidelines as amended are also available on our corporate website at corporate.ww.com.

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