WW International : ​ WW International, Inc. 2026 Proxy Statement

About this update from Ww International, Inc.

WW INTERNATIONAL, INC. 18 West 18 th Street, 7 th Floor New York, New York 10011 Corporate Website: corporate.ww.com NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS To Be Held on June 12, 2026 The 2026 Annual Meeting of Shareholders of WW International, Inc. (the "Company") will be held on Friday, June 12, 2026 at 10:00 a.m. Eastern Time (the "2026 Annual Meeting"). The 2026 Annual Meeting will be a virtual meeting of shareholders. You will not be able to physically attend the 2026 Annual Meeting. You will be able to attend the 2026 Annual Meeting via live audio webcast by visiting meetnow.global/M2MGWQD, as well as vote your shares electronically and submit your questions electronically during the meeting. To attend and participate in the virtual 2026 Annual Meeting, including voting your shares at and submitting your questions during such meeting, you must have your 15-Digit Control Number assigned by Computershare Trust Company, N.A., the Company's transfer agent. Instructions for how to obtain such 15-Digit Control Number are provided in the attached Proxy Statement. The 2026 Annual Meeting will be held to consider and act upon each of the following matters: The election of the six nominees named in the attached Proxy Statement as members of the Board of Directors; The ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026; The advisory vote to approve named executive officer compensation; and Such other business as may properly come before the meeting and any and all adjournments or postponements thereof. These items of business are more fully described in the attached Proxy Statement. Only shareholders of record at the close of business on April 20, 2026, the record date, are entitled to notice of, and to vote at, the 2026 Annual Meeting and at any and all adjournments or postponements of the 2026 Annual Meeting. By Order of the Board of Directors Debra Cotter Chief Legal Officer and Secretary New York, New York April 30, 2026 WHETHER OR NOT YOU EXPECT TO ATTEND THE 2026 ANNUAL MEETING OF SHAREHOLDERS VIA WEBCAST, PLEASE VOTE BY USING THE INTERNET OR TELEPHONE BY FOLLOWING THE INSTRUCTIONS IN THE ATTACHED PROXY STATEMENT AND ON THE ENCLOSED PROXY CARD OR COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. WW INTERNATIONAL, INC. 18 West 18 th Street, 7 th Floor New York, New York 10011 PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS To Be Held on June 12, 2026 The Board of Directors of WW International, Inc. is soliciting proxies for the company's 2026 Annual Meeting of Shareholders to be held virtually via live audio webcast at meetnow.global/M2MGWQD on Friday, June 12, 2026, at 10:00 a.m. Eastern Time, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying proxy card contain information about the items shareholders will vote on at the 2026 Annual Meeting of Shareholders, and at any and all adjournments or postponements thereof. It is anticipated that the Notice of 2026 Annual Meeting of Shareholders, this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 30, 2026. TABLE OF CONTENTS Page BASIS OF PRESENTATION 1 INFORMATION ABOUT THE 2026 ANNUAL MEETING OF SHAREHOLDERS AND VOTING 2 Who is entitled to vote? 2 What is the difference between holding shares as a shareholder of record and as a beneficial owner? 2 Why is the 2026 Annual Meeting being held via live audio webcast? 2 How do I participate in the virtual meeting? 2 What if I need technical support prior to or during the 2026 Annual Meeting? 3 Will I be able to participate in the virtual meeting on the same basis I would be able to participate in a live annual meeting? 3 If I am a shareholder of record, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote? 3 If I am a beneficial owner of shares held in street name, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote? 4 Why is there information regarding the Internet availability of proxy materials? 4 How can I get access to the proxy materials over the Internet? 5 What happens if I do not give specific voting instructions? 5 How can I revoke my proxy or change my vote? 5 How many shares must be present or represented to constitute a quorum for the 2026 Annual Meeting? 5 What is the voting requirement to approve each of the proposals? 6 How does the Board of Directors recommend that I vote? 6 How are votes counted? 6 Who will bear the cost of soliciting votes for the 2026 Annual Meeting? 6 How can interested parties communicate with the Board of Directors? 7 When do we anticipate mailing the proxy materials to shareholders? 7 PROPOSAL 1 ELECTION OF DIRECTORS 8 PROPOSAL 2 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 9 PROPOSAL 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 10 CORPORATE GOVERNANCE 11 Board of Directors and Committees 11 Board of Directors 11 Corporate Governance Guidelines 11 Committees of the Board of Directors 11 Compensation Governance 15 Board Structure 17 Oversight of Risk Management 17 Identifying and Evaluating Nominees for Directors 18 Procedures for Submitting Director Recommendations and Nominations 19 Director Independence 19 Code of Business Conduct and Ethics 20 Securities Trading Policies and Procedures 20 Executive Sessions of Non-Management and Independent Directors 20 INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS 21 Director Qualifications. 24 Page PRINCIPAL ACCOUNTANT FEES AND SERVICES 25 Audit Fees 25 Audit-Related Fees 25 Tax Fees 25 All Other Fees 25 Principal Accountant Fees and Services 25 AUDIT COMMITTEE REPORT 26 EXECUTIVE COMPENSATION 27 SUMMARY COMPENSATION TABLE 28 Narrative Disclosure to Summary Compensation Table 28 OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END 34 POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL 35 Potential Payments Upon Termination or Change in Control: Stock Awards 35 Payments Made Upon Termination: Agreements with Named Executive Officers 35 Payments Made Upon Retirement 37 Payments Made Upon Death or Long-Term Disability 37 Payments Made Upon a Change of Control: Agreements with Named Executive Officers 38 PAY VERSUS PERFORMANCE DISCLOSURE 40 Description of Certain Relationships between Information presented in the Pay versus Performance Table 41 HUMAN CAPITAL MANAGEMENT 43 DIRECTOR COMPENSATION 44 Annual Core Compensation 44 Cash Compensation Paid to Directors Serving on Committees of the Board of Directors 44 Post-Emergence Director Compensation: Fiscal Year 2026 45 Reimbursement of Expenses 45 Director Deferred Compensation Program 45 Director Summary Compensation Table 46 Stock Ownership Guidelines 47 SECURITY OWNERSHIP OF WW 48 TRANSACTIONS WITH RELATED PERSONS AND CERTAIN CONTROL PERSONS 50 Review, Approval or Ratification of Related Person Transactions 50 Transactions with Related Persons 50 OTHER MATTERS 54 Other Matters 54 Delinquent Section 16(a) Reports 54 Procedures for Submitting Shareholder Proposals 54 Shareholders of Record with Multiple Accounts 54 Annual Report and Other Corporate Documents 55 BASIS OF PRESENTATION WW International, Inc. is a Virginia corporation with its principal executive offices in New York, New York. In this Proxy Statement, unless the context indicates otherwise, "we," "us," "our," "WW," "Weight Watchers" and the "Company" refer to WW International, Inc. and all of its operations consolidated for purposes of its financial statements. On June 24, 2025, following our emergence from bankruptcy, as described below, we changed our previous 52- or 53-week fiscal year ending on the Saturday closest to December 31 to a fiscal year coincident with the calendar year. We made the fiscal year change on a prospective basis and prior periods were not adjusted. The Company's 2025 fiscal year that began on December 29, 2024 ended on December 31, 2025 and fiscal years 2026 and beyond begin on January 1 and end on December 31 of the applicable year. In this Proxy Statement: "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 December 31, 2025 (included four extra days due to our change in fiscal year end); and any fiscal year thereafter refers to a fiscal year ended December 31 of the respective calendar year. On June 24, 2025 (the "Effective Date"), the Company successfully emerged from a Chapter 11 restructuring (the "Emergence") after filing, in May 2025, voluntary petitions for relief under Chapter 11of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware to implement a prepackaged Chapter 11 plan of reorganization that effectuated a financial restructuring of the Company's secured debt. On June 17, 2025, the bankruptcy court entered an order confirming the First Amended Joint Prepackaged Plan of Reorganization of WW International, Inc. and its Debtor Affiliates, Docket No. 143 (the "Plan of Reorganization"). As part of transactions undertaken pursuant to the Plan of Reorganization, all previously issued and outstanding equity interests in the Company were cancelled and extinguished. Pursuant to the Plan of Reorganization, the holders of Allowed First Lien Claims (as defined in the Plan of Reorganization) received 91% of the shares of the Company's newly issued shares of common stock. INFORMATION ABOUT THE 2026 ANNUAL MEETING OF SHAREHOLDERS AND VOTING The Board of Directors of WW International, Inc. is soliciting proxies for the Company's 2026 Annual Meeting of Shareholders (the "2026 Annual Meeting") to be held virtually via live audio webcast at meetnow.global/M2MGWQD on Friday, June 12, 2026, at 10:00 a.m. Eastern Time, and at any and all adjournments or postponements thereof. This Proxy Statement and the accompanying proxy card contain information about the items shareholders will vote on at the 2026 Annual Meeting, and at any and all adjournments or postponements thereof. It is anticipated that the Notice of 2026 Annual Meeting of Shareholders, this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 30, 2026. Who is entitled to vote? As of the close of business on April 20, 2026 (such date and time, the "Record Date"), there were 9,998,760 shares of common stock, no par value per share, of the Company (the "Common Stock") outstanding. If you are a shareholder of record or a beneficial owner of Common Stock on the Record Date, you are entitled to receive notice of and to vote at the 2026 Annual Meeting and at any and all adjournments or postponements of the 2026 Annual Meeting. You are entitled to one vote for each share of Common Stock you hold as a shareholder of record or as beneficial owner for each matter presented for vote at the 2026 Annual Meeting. What is the difference between holding shares as a shareholder of record and as a beneficial owner? If your shares are registered directly in your name with the Company's transfer agent, Computershare Trust Company, N.A. ("Computershare"), you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by or on behalf of the Company. As the shareholder of record, you have the right to grant your proxy to the persons named in the enclosed proxy card or to vote electronically during the 2026 Annual Meeting. The Company has enclosed a proxy card for you to use. If your shares are held in a bank, brokerage or trustee account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded by a bank, broker, trustee or other nominee to you together with a voting instruction form. Why is the 2026 Annual Meeting being held via live audio webcast? The 2026 Annual Meeting will be conducted in an online, virtual format. We are pleased to continue to use the virtual meeting format to facilitate shareholder attendance, voting and questions, and provide cost savings for our shareholders and the Company, by leveraging technology to communicate more effectively and efficiently with our shareholders. This format allows shareholders to participate fully from any location without the cost of travel and will provide the same rights and advantages of a physical meeting. Shareholders will be able to ask questions electronically during the meeting, providing our shareholders with the opportunity for meaningful engagement with the Company. How do I participate in the virtual meeting? In order to participate in the 2026 Annual Meeting, you must be a shareholder of record or a beneficial owner of Common Stock on the Record Date. If you are a beneficial owner and hold your shares through an intermediary, such as a bank, brokerage or trustee account or by another nominee, and want to participate in the 2026 Annual Meeting, you must register in advance following the instructions below under " If I am a beneficial owner of shares held in street name, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote? " . Participants may access the 2026 Annual Meeting by visiting meetnow.global/ M2MGWQD. To participate in the meeting, you must have your 15-Digit Control Number assigned by Computershare. See below for additional information on how to access such control number. You also will be able to vote your shares electronically when attending the 2026 Annual Meeting via webcast subject to any instructions that you received from your bank, broker, trustee or other nominee. You will be able to submit questions during the meeting by clicking on the "Q&A" text bubble located on the top right-hand side of the meeting webpage. We intend to answer all questions submitted that are pertinent to the Company and the items being voted on by shareholders during the 2026 Annual Meeting as time permits and in accordance with our meeting procedures. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product or service innovations, are not pertinent to meeting matters and therefore will not be answered. Substantially similar questions will be answered only once due to time constraints. Should you require assistance accessing the meeting webpage or during the meeting, call 1-888-724-2416 (U.S.) or 781-575-2748 (International). For additional information on how to participate in the 2026 Annual Meeting, review the information included on your proxy card or the instructions that you received from your bank, broker, trustee or other nominee. You may also obtain information regarding how to access and participate in the 2026 Annual Meeting by contacting our investor relations representative at (212) 601-7569. The 2026 Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting webpage prior to the start time in order to leave ample time to check in. Please follow the instructions as outlined in this Proxy Statement, which also contains information about the items shareholders will vote on at the 2026 Annual Meeting. What if I need technical support prior to or during the 2026 Annual Meeting? The virtual 2026 Annual Meeting platform is fully supported across browsers (except Internet Explorer) and devices (desktops, laptops, tablets and cell phones) that are equipped with the most up-to-date version of applicable software and plugins. You should ensure that you have a strong WiFi connection wherever you intend to participate in the virtual meeting. Should you need further assistance, you may call 1-888-724-2416 (U.S.) or 781-575-2748 (International) prior to or during the 2026 Annual Meeting. Will I be able to participate in the virtual meeting on the same basis I would be able to participate in a live annual meeting? The virtual meeting format for the 2026 Annual Meeting will enable full and equal participation by all our shareholders from any place in the world. We designed the format of the virtual meeting to help ensure that our shareholders who attend our 2026 Annual Meeting via webcast will be afforded the same rights and opportunities to participate as they would at an in-person meeting. To help ensure such an experience, we will (i) provide shareholders with the ability to submit appropriate questions real-time via the meeting webpage, limiting questions to three per shareholder unless time otherwise permits and (ii) answer as many questions submitted in accordance with the meeting rules of procedure as possible in the time allotted for the meeting without discrimination. The rules of procedure for the 2026 Annual Meeting will be posted on the meeting webpage. If I am a shareholder of record, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote? As a shareholder of record (i.e., you hold your shares through our transfer agent, Computershare), you may vote the shares held in your name. If you do not wish to participate in the 2026 Annual Meeting via webcast, you may vote in advance as follows: Over the Internet: go to https://www.investorvote.com/WW ; By telephone: call 1-800-652-VOTE (8683) (toll-free within the United States, U.S. territories and Canada); or By mail: complete, sign and date and promptly mail the enclosed proxy card in the enclosed envelope (postage-prepaid for mailing in the United States). If you wish to vote electronically while attending the 2026 Annual Meeting via webcast, you may vote while the polls remain open, at meetnow.global/M2MGWQD. You will need the 15-Digit Control Number assigned by Computershare that is included on your proxy card in order to be able to attend and vote electronically during the 2026 Annual Meeting. Even if you plan to attend the 2026 Annual Meeting via webcast, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the 2026 Annual Meeting. If I am a beneficial owner of shares held in street name, how do I access my 15-Digit Control Number assigned by Computershare and how do I vote? As a beneficial owner of shares, you have the right to direct your bank, broker, trustee or other nominee how to vote your shares. If you do not wish to participate in the 2026 Annual Meeting via webcast, you may vote by providing voting instructions to your bank, broker, trustee or other nominee. Subject to and in accordance with the instructions provided by your bank, broker, trustee or other nominee, you may vote in one of the following manners: over the Internet, by telephone or by mail. Beneficial owners of shares may also vote electronically while attending the 2026 Annual Meeting via webcast, while the polls remain open, at meetnow.global/M2MGWQD. Since a beneficial owner is not the shareholder of record, you may not attend and vote your shares at the 2026 Annual Meeting unless you (i) obtain a "legal proxy" from the bank, broker, trustee or other nominee that holds your shares giving you the right to vote the shares at the 2026 Annual Meeting and (ii) register with Computershare by submitting such legal proxy to Computershare as directed below and receiving a 15-Digit Control Number assigned by Computershare. Such legal proxy must reflect your holdings of Common Stock along with your name and email address. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m. Eastern Time, on June 9, 2026. You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to Computershare as follows: By email: Forward the email from your bank, broker, trustee or other nominee containing your legal proxy, or attach an image of your legal proxy, to [email protected] ; or By mail: Mail your legal proxy to Computershare, WW International, Inc. Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Your bank, broker, trustee or other nominee will also send you separate instructions describing additional procedures, if any, for voting your shares electronically during the 2026 Annual Meeting. Even if you plan to attend the 2026 Annual Meeting via webcast, we recommend that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the 2026 Annual Meeting. Why is there information regarding the Internet availability of proxy materials? Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we provide access to our proxy materials over the Internet. How can I get access to the proxy materials over the Internet? You can view our proxy materials for the 2026 Annual Meeting on the Internet on our corporate website at corporate.ww.com/MNA. What happens if I do not give specific voting instructions? Shareholders of Record. If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board of Directors, or if you sign and return the enclosed proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board of Directors on all matters presented in this Proxy Statement (i.e., "FOR" the election of each of the six director nominees named in this Proxy Statement as members of the Board of Directors (Proposal 1); "FOR" the ratification of the selection of PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as our independent registered public accounting firm for fiscal 2026 (Proposal 2); and "FOR" the advisory vote to approve the compensation of our named executive officers (Proposal 3)), and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the 2026 Annual Meeting. Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. We encourage you to provide voting instructions to the organization that holds your shares. If the organization that holds your shares does not receive specific instructions from you on how to vote your shares, the organization may in some cases vote the shares in its discretion, but the organization is not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. If you do not provide specific voting instructions and the organization that holds your shares elects to vote your shares on some but not all matters, it will result in a "broker non-vote" for the matters on which the organization does not vote. How can I revoke my proxy or change my vote? You may revoke your proxy or change your voting instructions before the proposals are voted on at the 2026 Annual Meeting as follows: Shareholders of Record. If you are a shareholder of record, by (i) voting on the Internet or by telephone (only your latest Internet or telephone proxy submitted will be counted), (ii) timely delivering a written revocation or a valid, later-dated proxy to the Corporate Secretary of the Company at the address of the Company's corporate headquarters, or (iii) virtually attending the 2026 Annual Meeting and voting electronically prior to the polls being closed (virtual attendance at the 2026 Annual Meeting will not itself revoke a proxy). Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name, by submitting new voting instructions by contacting your bank, broker, trustee or other nominee, or as otherwise provided in the instructions provided to you by your bank, broker, trustee or other nominee. How many shares must be present or represented to constitute a quorum for the 2026 Annual Meeting? The presence, in person or represented by proxy, of a majority of the outstanding shares of the Common Stock entitled to vote at the 2026 Annual Meeting constitutes a quorum. A quorum is necessary in order to conduct business at the 2026 Annual Meeting. Abstentions and broker shares that include broker non-votes that are present and entitled to vote are counted for purposes of determining a quorum. If a quorum is not present, the Company expects that the 2026 Annual Meeting will be adjourned to a later date. What is the voting requirement to approve each of the proposals? Proposal 1-Election of Directors. Directors are elected by a majority of the votes cast (the number of votes cast "for" each nominee must exceed the number of votes cast "against" that nominee). Under this standard, abstentions and broker non-votes, if any, will have no effect on the voting outcome. Proposal 2-Ratification of the Selection of Independent Registered Public Accounting Firm. The selection of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 2026 will be ratified if the number of votes cast "for" ratification exceeds the number of votes cast "against" ratification. Abstentions and broker non-votes, if any, will have no effect on the voting outcome. Proposal 3-Advisory Vote to Approve Named Executive Officer Compensation. The advisory vote to approve the compensation of the Company's named executive officers as disclosed in this Proxy Statement pursuant to the SEC's compensation disclosure rules requires that the number of votes cast "for" this proposal exceeds the number of votes cast "against" this proposal. Abstentions and broker non-votes, if any, will have no effect on the voting outcome. Other Matters . Approval of any other matters that may properly come before the 2026 Annual Meeting will generally require that the number of votes cast "for" such matter exceeds the votes cast "against" such matter. If any other matter not discussed in this Proxy Statement properly comes before the 2026 Annual Meeting upon which a vote may be taken, shares represented by all proxies received by the Company will be voted on that matter in accordance with the discretion of the persons named as proxies. Proposals 2 and 3 are advisory votes and are therefore not binding on the Company. How does the Board of Directors recommend that I vote? The Board of Directors recommends that you vote your shares "FOR" the election of each of the six director nominees named in this Proxy Statement to the Board of Directors (Proposal 1); "FOR" the ratification of the selection of PricewaterhouseCoopers as our independent registered public accounting firm for fiscal 2026 (Proposal 2); and "FOR" the advisory vote to approve the compensation of our named executive officers (Proposal 3). How are votes counted? Representatives of the Company's transfer agent, Computershare, will tabulate the vote and act as Inspector of Election. The vote will be certified by the Company's Inspector of Election. Except as necessary to meet legal requirements, proxies and ballots that identify the vote of individual shareholders will be kept confidential in cases where shareholders write comments on their proxy cards or in a contested proxy solicitation. During the proxy solicitation period, the Company will receive vote tallies from time to time from the Inspector of Election, but such tallies will provide aggregate figures rather than names of shareholders. Who will bear the cost of soliciting votes for the 2026 Annual Meeting? The Company will bear the entire cost of this proxy solicitation, including the preparation, printing and mailing of this Proxy Statement, the proxy card and any additional soliciting materials sent by the Company to shareholders. The Company will also reimburse brokerage firms and other persons representing beneficial owners of shares for reasonable expenses incurred by them in forwarding the Company's proxy-soliciting materials to such beneficial owners. In addition to solicitations by mail, certain of the Company's directors, officers and regular employees, without additional remuneration, may solicit proxies on the Company's behalf by telephone, email, facsimile or personal interviews. How can interested parties communicate with the Board of Directors? Any interested person who wants to communicate with the Board of Directors or any individual director can write to them at WW International, Inc., Attention: Corporate Secretary, 18 West 18th Street, 7th Floor, New York, New York 10011. In any such communication, such person may also designate a particular audience, including the Chairman of the Board of Directors, a committee of the Board of Directors, such as the Audit Committee, the non-management directors as a group, or the director designated to preside over the meetings of the non-management directors. Depending on the subject matter, our Corporate Secretary or her designee will: (i) forward the communication to the director or directors to whom it is addressed; (ii) attempt to handle the inquiry directly, for example when the request is for information about the Company or is a stock-related matter; or (iii) not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic. At each Board of Directors meeting, a member of management will present a summary of communications, if any, received since the last meeting that were not forwarded to the director or directors to whom they were addressed, other than communications that were primarily commercial in nature or related to improper or irrelevant topics, and shall make those communications available to the Board of Directors upon request. Our Board of Directors encourages interested persons who want to communicate directly with our independent directors as a group to do so by writing to the independent directors in care of our Corporate Secretary. Interested persons can send communications by mail to: WW International, Inc., Attention: Corporate Secretary, 18 West 18th Street, 7th Floor, New York, New York 10011. Such correspondence received addressed to our independent directors will be reviewed by our Corporate Secretary or her designee, who will regularly forward to our independent directors all correspondence that, in the opinion of our Corporate Secretary, deals with the functions of the Board of Directors or committees thereof or that our Corporate Secretary otherwise determines requires their attention. Our independent directors may at any time request copies of any such correspondence. When do we anticipate mailing the proxy materials to shareholders? It is anticipated that the Notice of 2026 Annual Meeting of Shareholders, this Proxy Statement and the accompanying proxy card will first be mailed to shareholders on or about April 30, 2026. Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Shareholders to be held on June 12, 2026 The Notice of 2026 Annual Meeting of Shareholders, this Proxy Statement and the Annual Report to Shareholders are available at corporate.ww.com/MNA. PROPOSAL 1 ELECTION OF DIRECTORS Pursuant to our Third Amended and Restated Articles of Incorporation and our Second Amended and Restated Bylaws (the "Bylaws"), members of the Board of Directors are elected by shareholders for a one-year term that expires at the next annual meeting of shareholders. The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee (the "NCG Committee"), has nominated for election at the 2026 Annual Meeting as directors, to serve until the 2027 annual meeting of shareholders (the "2027 Annual Meeting") and until their successors have been duly elected and qualified or their earlier death, resignation or removal, the following slate of nominees: Eugene I. Davis, Lisa Gavales, Sue Gove, J. Carney Hawks, Nikolaj Sjoqvist, and Heather Thiltgen. The NCG Committee generally works with a third-party search firm to identify suitable candidates for the Board of Directors and evaluate candidate recommendations from current directors. Each of our directors is standing for election for the first time at the 2026 Annual Meeting. Messrs. Davis, Hawks and Sjoqvist were each selected in connection with our Chapter 11 bankruptcy proceedings by certain of the Company's creditors and were elected to the Board of Directors upon our Emergence from bankruptcy pursuant to the Plan of Reorganization. Mses. Gavales and Gove, who were elected to the Board of Directors effective April 7, 2026, were recommended to serve on the Board of Directors by a non-management director and a third-party search firm, respectively. Ms. Thiltgen, who was elected to the Board of Directors effective April 20, 2026, was recommended to serve on the Board of Directors by a non-management director. Unless otherwise directed, the persons named as proxies in the enclosed proxy card will, upon receipt of a properly executed proxy card, vote "for" the election of each of the nominees. The Board of Directors knows of no reason why these nominees should be unable or unwilling to serve, but if that should be the case, proxies will be voted for the election of such substitute nominees as the Board of Directors may designate. Background Information on Nominees Background information about each of the director nominees can be found under " Information about our Executive Officers and Directors" . The Board of Directors recommends that you vote "FOR" the election of each of the six director nominees. PROPOSAL 2 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors (the "Audit Committee") has selected PricewaterhouseCoopers to serve as the Company's independent registered public accounting firm for fiscal 2026. A representative of PricewaterhouseCoopers is expected to be present at the 2026 Annual Meeting, will have the opportunity to make a statement if she desires to do so and is expected to be available to respond to appropriate questions from shareholders. Ratification by the shareholders of the selection of the independent registered public accounting firm is not required, but the Board of Directors believes that it is desirable to submit this matter to the shareholders. If the selection of PricewaterhouseCoopers is not ratified at the 2026 Annual Meeting, the Audit Committee will investigate the reason for the rejection and reconsider the appointment. The Board of Directors recommends that you vote "FOR" the ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2026. PROPOSAL 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION At the Company's 2023 annual meeting of shareholders, our shareholders indicated their preference that we should seek future advisory votes every year on named executive officer compensation. Based on the recommendation of the Board of Directors in the Company's 2023 proxy statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on named executive officer compensation, the Company determined to hold an advisory vote on named executive officer compensation every year. The next advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers is expected to be held at the Company's 2029 annual meeting of shareholders. The Executive Compensation portion of this Proxy Statement contains information with respect to our compensation program for our named executive officers for fiscal 2025. The Company's 2025 executive compensation program was designed to achieve the following key objectives: Attract, motivate and retain exceptionally talented executives critical to the Company's near- and longterm success. Align executive compensation with performance measures that ensure a strong connection between executive compensation and both (i) Company and individual performance on near- and long-term strategic and financial goals and (ii) creation of shareholder value. The Compensation and Benefits Committee of the Board of Directors (the "Compensation Committee") and the Board of Directors believe that the design of the 2025 executive compensation program, and hence the compensation awarded to named executive officers under the program, fulfilled these objectives. Accordingly, as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), shareholders are being asked to vote on the following advisory resolution: "RESOLVED, that the compensation paid to the Company's named executive officers as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the compensation tables and any related narrative discussion, is hereby APPROVED". While the results of the vote are non-binding and advisory in nature, the Compensation Committee and the Board of Directors intend to review and consider the results of the vote. The Board of Directors recommends that you vote "FOR" the advisory vote to approve the compensation of our named executive officers. CORPORATE GOVERNANCE BOARD OF DIRECTORS AND COMMITTEES Board of Directors Currently, our Board of Directors is comprised of six members, each of whom is elected annually. We expect directors to attend and participate in all meetings of the Board of Directors and of the committees of the Board of Directors on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting. The Board of Directors held 16 meetings in fiscal 2025, including all meetings held prior to the Effective Date. In fiscal 2025, each incumbent director attended at least 75% of the aggregate number of the meetings of the Board of Directors and of the committees thereof on which he or she served during the period for which he or she was a director or committee member, respectively. We expect directors to attend our annual meetings of shareholders in the absence of a scheduling conflict or other valid reason. All seven then-serving directors attended the Company's 2025 annual meeting of shareholders. In addition to attending and participating in meetings of the Board of Directors, the committees thereof and annual meetings of shareholders, the directors communicate with our executive management team to remain informed about the Company's business and for such other purposes as may be helpful to the Board of Directors in fulfilling its responsibilities. Set forth below in the section entitled " Information about our Executive Officers and Directors" are the names and certain information with respect to each of our current directors. Corporate Governance Guidelines We have adopted Corporate Governance Guidelines that include guidelines for determining director independence and qualifications for directors. The Company's corporate governance materials, including the Corporate Governance Guidelines and charters of the committees of the Board of Directors, are available on our corporate website at corporate.ww.com/govdocs. The NCG Committee periodically reviews corporate governance developments and recommends to the Board of Directors any amendments that may be appropriate to our Corporate Governance Guidelines and committee charters as warranted. Committees of the Board of Directors The standing committees of the Board of Directors consist of the Audit Committee, the Compensation Committee, the NCG Committee and the Strategy and Finance Committee (the "SF Committee"). The Board of Directors has determined that all of our directors are independent under the applicable listing standards of The Nasdaq Stock Market LLC ("Nasdaq") and our Corporate Governance Guidelines. For additional details regarding this independence determination, see "-Director Independence" . Audit Committee We have an Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, the rules and regulations of the SEC, and the listing standards of Nasdaq. The current members of the Audit Committee are Messrs. Davis, Hawks and Sjoqvist and Ms. Gove. The Chair of the Audit Committee is Mr. Davis. The Audit Committee held 11 meetings during fiscal 2025, including all meetings held prior to the Effective Date. The principal responsibilities and duties of the Audit Committee include: overseeing that our management has maintained the reliability and integrity of our accounting policies and financial reporting processes, including internal control over financial reporting and disclosure practices and financial statement audits; overseeing that our management has established and maintained processes designed to ensure that an adequate system of internal controls is functioning; overseeing that our management has established and maintained processes designed to ensure our compliance with all applicable laws, regulations and corporate policy; assisting the Board of Directors in its oversight of the quality and integrity of our financial statements; in consultation with our independent registered public accounting firm and management, reviewing and discussing our earnings press releases (paying particular attention to the use of any "pro forma" or "adjusted" non-GAAP information and measures) and reviewing and discussing our annual and quarterly financial statements; overseeing the performance of our independent registered public accounting firm and retaining or terminating the independent registered public accounting firm and approving all audit and significant non-audit engagement fees and terms with such registered public accounting firm; reviewing, at least annually, the qualifications, performance and independence of our independent registered public accounting firm; in consultation with our independent registered public accounting firm, management and the internal auditors, reviewing the integrity of our financial reporting processes, both internal and external; reviewing and discussing with our independent registered public accounting firm a draft of the auditor's report; reviewing periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures (if any), on our financial statements; discussing with management and our independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management, and overseeing our major financial risk exposures, including those related to internal controls, cybersecurity and artificial intelligence ("AI"); establishing and maintaining procedures for (i) the receipt, retention and treatment of complaints received by us from any source regarding accounting, internal accounting controls or auditing matters, and (ii) the submission of concerns from our employees on a confidential, anonymous basis regarding questionable accounting or auditing matters; and overseeing the procedures designed to implement the Company's Amended and Restated Code of Business Conduct and Ethics (the "Code of Business Conduct and Ethics") to ensure that they are operating effectively. The Audit Committee has the power to investigate any matter of interest or concern that it deems appropriate and to retain counsel for such purpose. The Board of Directors has determined that Mr. Davis is an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act. All members of the Audit Committee must be independent directors based on our Corporate Governance Guidelines and under the listing standards of Nasdaq. Members of the Audit Committee must also satisfy a separate SEC independence requirement pursuant to Rule 10A-3 under the Exchange Act, which provides that they may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than their directors' compensation and (ii) be an affiliate of the Company or any of its subsidiaries. The Board of Directors has determined that each of the Audit Committee members, Messrs. Davis, Hawks and Sjoqvist and Ms. Gove, has no material relationship with us and satisfies the independence requirements under our Corporate Governance Guidelines, the listing standards of Nasdaq, and Rule 10A-3 under the Exchange Act. The Audit Committee operates under a written charter, which is available on our corporate website at corporate.ww.com/govdocs. Compensation and Benefits Committee The current members of the Compensation Committee are Messrs. Davis and Hawks and Mses. Gavales and Thiltgen. Each member of the Compensation Committee has been determined to be independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines. Each member of the Compensation Committee also satisfies the additional independence criteria applicable to directors on compensation committees under the listing standards of Nasdaq and the rules and regulations established by the SEC, and qualifies as a "non-employee director" pursuant to Rule 16b-3 promulgated under Section 16 of the Exchange Act. The Chair of the Compensation Committee is Mr. Hawks. The Compensation Committee held seven meetings during fiscal 2025, including all meetings held prior to the Effective Date. The principal responsibilities and duties of the Compensation Committee include: establishing, reviewing and making recommendations to the Board of Directors with respect to the overall compensation philosophy of the Company; reviewing, and recommending to the Board of Directors, the amount of, and corporate goals and objectives relevant to, the Chief Executive Officer's and other executive officers' compensation, including annual performance objectives; evaluating the performance of the Chief Executive Officer and other executive officers in light of approved goals and objectives and, based on such evaluation, recommending to the Board of Directors the annual salary, bonus, equity-based incentive compensation and other benefits, direct and indirect, of the Chief Executive Officer and other executive officers; recommending to the Board of Directors any employment relationship or transaction involving an executive officer and any related compensation; considering policies and procedures pertaining to expense accounts of senior executives; discussing the results of the shareholder advisory vote on "say-on-pay," if any, with regard to the named executive officers; reviewing and recommending to the Board of Directors compensation of directors and any related policies; considering, on at least an annual basis, whether risks arising from the Company's compensation policies and practices for all employees, including non-executive officers, are reasonably likely to have a material adverse effect on the Company; reviewing, and making recommendations to the Board of Directors with respect to, the Company's incentive compensation plans and equity-based plans in which the executive officers participate, and overseeing the activities of the individuals responsible for administering those plans; reviewing, monitoring and making recommendations to the Board of Directors with respect to employee pension, profit sharing and benefit plans; interpreting and reviewing any of the Company's incentive compensation clawback policies; overseeing the preparation of certain executive compensation and human capital management disclosures, including a "Compensation Discussion and Analysis" (to the extent required), for inclusion in the Company's annual proxy statement or annual report on Form 10-K, in accordance with the rules of the SEC; overseeing succession planning for positions held by executive officers, and reviewing succession planning and management development at least annually with the Board of Directors; and periodically reviewing matters relating to indemnification of officers and directors of the Company and directors and officers liability insurance. The day-to-day administration of savings plans, profit sharing plans, stock plans, health, welfare and paid time-off plans and policies applicable to salaried employees in general are handled by the Company's human resources, finance and legal department employees. The responsibility for certain fundamental changes outside the day-to-day requirements necessary to maintain these plans and policies belongs to the Compensation Committee. The Compensation Committee operates under a written charter, which is available on our corporate website at corporate.ww.com/govdocs. Nominating and Corporate Governance Committee The current members of the NCG Committee are Messrs. Davis and Sjoqvist and Ms. Gove. Each member of the NCG Committee has been determined to be independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines. The Chair of the NCG Committee is Mr. Sjoqvist. The NCG Committee held four meetings during fiscal 2025, including all meetings held prior to the Effective Date. The principal responsibilities and duties of the NCG Committee include: establishing criteria for the selection of new directors to serve on the Board of Directors; identifying individuals qualified to become directors, consistent with the criteria approved by the Board of Directors, and recommending that the Board of Directors select the director nominees for the next annual meeting of shareholders or to fill vacancies or newly created directorships that may occur between such meetings; considering questions of independence and possible conflicts of interests of members of the Board of Directors and executive officers; evaluating candidates for nomination to the Board of Directors and conducting all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates; overseeing a set of corporate governance principles applicable to the Company and developing and recommending to the Board of Directors any changes thereto; overseeing the evaluation of the Board of Directors; recommending members of the Board of Directors to serve on committees of the Board of Directors, as well as serve as the chairpersons thereof, and evaluating the operations and performance of such committees; and overseeing the Company's sustainability and corporate responsibility plans, practices and reporting, overseeing corporate governance risks, and keeping abreast of related developments, all as appropriate. The NCG Committee operates under a written charter, which is available on our corporate website at corporate.ww.com/govdocs. Strategy and Finance Committee The current members of the SF Committee are Messrs. Davis, Hawks and Sjoqvist and Ms. Gavales. The Chair of the SF Committee is Mr. Davis. The SF Committee was established effective July 1, 2025 and held four meetings during fiscal 2025. The principal responsibilities and duties of the SF Committee include: assisting with the development of our business and strategic plans; reviewing, and making recommendations to the Board of Directors with respect to, our financing plans and financial strategies; reviewing, and making recommendations to the Board of Directors with respect to, our capital structure, liquidity, and issuances, sales or repurchases of equity or long-term debt; reviewing, and making recommendations to the Board of Directors with respect to, investment, acquisition, joint venture, divestiture and other significant strategic transactions; and assisting with the exploration, analysis and development of other value creation opportunities. The SF Committee operates under a written charter, which is available on our corporate website at corporate.ww.com/govdocs. Compensation Governance Role of the Compensation Committee The Compensation Committee is comprised of independent non-employee directors and is responsible for recommending to the Board of Directors the compensation for each of the named executive officers. For a discussion of the principal responsibilities and duties of the Compensation Committee, see "-Committees of the Board of Directors-Compensation and Benefits Committee" . In particular, from time to time during the fiscal year, the Compensation Committee reviews the base salary, cash bonuses, equity-based incentive compensation and other material benefits, direct and indirect, of the named executive officers. When determining the appropriate level and mix of compensation, the Compensation Committee gives consideration to factors including the named executive officer's impact on the Company's results, scope of responsibility, past accomplishments and prior experience, data on prevailing compensation levels and performance evaluations from the Chief Executive Officer on roles other than her or his own. For each named executive officer, the Compensation Committee determines each component of compensation based on its assessment of the executive's achievement of her or his individual performance goals and objectives, as applicable, as well as the Company's overall achievement of its goals and objectives. Currently, the role of Chief Executive Officer is held by Felicia DellaFortuna and Jonathan Volkmann, the members of the Interim Office of the Chief Executive (the "IOCE"). Role of Management The Chief Executive Officer does not participate in the Compensation Committee's deliberations or decisions regarding her or his own compensation. At the Compensation Committee's request, the Chief Executive Officer reviews the performance of the other named executive officers. The Compensation Committee gives considerable weight to these evaluations because of the Chief Executive Officer's direct knowledge of each executive's performance, responsibilities and contributions. Typically, no other senior executive, except the Company's principal human resources executive and/or such executive's designee has any regular input into executive compensation decisions. Currently, the role of the Chief Executive Officer is held by the members of the IOCE. Role of the Independent Consultant The Compensation Committee has retained Lyons, Benenson & Company Inc. ("LB&Co.") to serve as its independent compensation consultant. At the request of the Compensation Committee, LB&Co. provides independent advice on proposals from management and insight into broader market practices and compensation trends for context, and has a consultant attend Compensation Committee meetings. LB&Co. is engaged directly by the Compensation Committee, although its consultants may interact with management to enable the effective discharge of their duties. The Compensation Committee reviewed the independence status of LB&Co. and determined that the work provided by LB&Co. did not raise any conflicts of interest. The Compensation Committee has sole authority to hire compensation consultants, determine the nature and scope of and the compensation for their services, evaluate their performance, and terminate their services. Compensation consultants do not determine the amount or form of executive and director compensation; their role is limited to providing data and advice to the Compensation Committee for its consideration and attending Compensation Committee meetings as requested. The Compensation Committee may consider these inputs, observations and advice from compensation consultants as one factor in making decisions with respect to compensation matters along with information and analyses it receives from management and its own judgment and experience. Policies Regarding the Clawback of Incentive Compensation In 2023, our Compensation Committee recommended to the Board of Directors, and the Board of Directors adopted, an incentive clawback policy applicable to current and former executive officers in accordance with Nasdaq listing standards implementing Exchange Act Rule 10D-1 (the "Executive Clawback Policy"). The Executive Clawback Policy requires the Company to recoup or "claw back" from current and former executive officers (including the named executive officers) certain incentive compensation received by such executives on or after October 2, 2023, in the event that the Company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under federal securities laws, if the compensation received by the executives exceeded the amount that would have been received had the compensation been determined based on the restated financial statements. The policy applies to all "incentive compensation," which includes any compensation (whether cash or equity-based) received by covered executives that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, as defined in the listing standards. Under the Executive Clawback Policy, the Company's obligation to claw back such erroneously awarded compensation is mandatory, subject to limited exceptions, and must be applied to each covered executive, regardless of fault with respect to the restatement. The Company also has a broad-based incentive compensation clawback policy applying to, among others, the Company's current and former officers and members of the executive team. This clawback policy permits the Compensation Committee to claw back all or portions of performance bonuses and long-term incentive awards in certain events, including the restatement of the Company's reported financial results due to material non-compliance with financial reporting requirements or certain acts of misconduct by such employees. Policy Regarding Executive Common Stock Ownership The Company has no formal policy regarding Common Stock ownership or retention by the Company's senior executives, including the named executive officers. However, the Company encourages senior executives to retain ownership of a portion of the equity-based incentive compensation that they have been awarded. The Company encourages this equity retention so that our senior executives' interests are more closely aligned with the interests of our shareholders. Policy Regarding Hedging Pursuant to the Company's Amended and Restated Securities Trading Policy (the "Securities Trading Policy"), all Company employees (including officers) and directors may not engage in any hedging or monetization transactions with respect to Company securities, including, but not limited to, through the use of financial instruments that are designed to hedge or offset any decrease in the market value of equity securities granted as compensation or held directly or indirectly, such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments. Short-term investment activity in Company securities, such as trading in or writing options, arbitrage trading or "day trading," is also prohibited. In addition, employees and directors may not take "short" positions in Company securities. Board Structure The Board of Directors oversees the business and affairs of the Company and monitors the performance of management. The fundamental responsibility of the Board of Directors is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its shareholders. Although the Board of Directors is not involved in the Company's day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board of Directors, reports from management, and discussions with the Company's executive officers. Directors also communicate with the Company's outside advisors, as necessary. It has been the policy of the Company for many years to separate the positions of Chief Executive Officer and Chairman of the Board of Directors. Mr. Davis has been the Chairman of our Board of Directors since June 2025. As the Chairman of the Board of Directors, Mr. Davis acts as the key liaison between the Board of Directors and the Chief Executive Officer, presides over meetings of the Board of Directors and the shareholders, communicates the Board of Directors' feedback to the Chief Executive Officer, and communicates on behalf of the Board of Directors with various constituencies involved with the Company. While we recognize that different board leadership structures may be appropriate for companies in different situations, we believe that our current policy of separation of these two positions is most appropriate for the Company at this time. To meet their responsibilities of overseeing management and setting strategic direction, as well as fostering the long-term value of the Company, among their other responsibilities, directors are required to spend time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. To that end, we believe that having a separate non-executive Chairman of the Board of Directors who is solely responsible for leading the Board of Directors promotes accountability, clarifies the individual roles and responsibilities of the Chief Executive Officer and Chairman, and allows the focus of the Chief Executive Officer's time and energy to be running the day-to-day operations of the Company. Currently, the role of Chief Executive Officer is held by the members of the IOCE. Oversight of Risk Management We are exposed to a number of risks, including financial risks, credit risks, operational risks, technological risks, privacy and security risks, and risks relating to regulatory and legal compliance. Our Board of Directors is responsible for overseeing the development and execution of the Company's strategic plans and for understanding the associated risks and actions that management is taking to manage and mitigate those risks. The Board of Directors believes that taking an active role in the oversight of our corporate strategy and the related risks is appropriate, given our directors' combined breadth and depth of experience, and is critical to ensuring that the long-term interests of WW and its shareholders are being served. The Board of Directors also encourages management to promote a culture that actively manages risks as a part of our corporate strategy and day-to-day business operations. Our executive management team is responsible for identifying and evaluating these risks and developing plans to manage them effectively. Risk management is a Company-wide initiative. We take a multi-disciplinary approach to risk and our risk management function includes senior executives with backgrounds in finance, operations, human resources, technology, internal audit, and legal and regulatory compliance. For example, our Chief Financial Officer advises our executive management team on both financial and credit risks faced by the Company and our Chief Legal Officer advises our executive management team on the Company's legal and regulatory compliance. Our Chief Executive Officer is advised of and oversees these risk management efforts by the Company's executive management team. Currently, the role of Chief Executive Officer is held by the members of the IOCE. The Board of Directors and its committees actively oversee the Company's risk management. The scope of each committee's risk oversight responsibility is set forth below: The Audit Committee reviews our policies and guidelines with respect to risk assessment and risk management. The Audit Committee oversees our major financial risk exposures, including related to internal controls, cybersecurity, and AI, as well as the steps management has taken to monitor and control those exposures. This review includes regular assessments of the Company's disclosure controls and procedures to assure that current practices account for material risks facing the Company. The Audit Committee and the management team meet quarterly, and more frequently as needed, to assess the Company's risk environment, its response to present risks, and its planned responses to future and anticipated risks. The Audit Committee oversees our cybersecurity program, as well as the steps management has taken to monitor and control cybersecurity threats and related risks. This oversight includes receiving reports on the regular assessments of the Company's disclosure controls and procedures to help ensure that current practices account for material cybersecurity risks facing the Company. The Audit Committee receives presentations on the cybersecurity program and related risks on at least a quarterly basis. These presentations address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security considerations arising with respect to the Company's peers and third parties. The Audit Committee, and the full Board of Directors as necessary, also receive prompt and timely information regarding any cybersecurity incident that meets recognized established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. The Audit Committee routinely meets with our Chief Technology Officer and a dedicated senior employee (a role now held by the recently-appointed Vice President of IT, Security and Compliance) as well as outside experts as appropriate to assess cybersecurity risks and to evaluate the status of the Company's cybersecurity efforts, which include a broad range of tools and training initiatives that work together to protect the data and systems used in our businesses. The Compensation Committee considers risk issues when establishing and administering our compensation program for executive officers and other key personnel. As part of its risk assessments, the Compensation Committee consults with its independent compensation consulting firm to identify risks that may be associated with the Company's compensation programs. The NCG Committee oversees risks relating to corporate governance, including sustainability and corporate responsibility issues, Board of Directors and committee composition and director independence. Members of our executive management team meet with the Board of Directors, Audit Committee, Compensation Committee, and NCG Committee regularly to discuss, as well as provide reports relating to, the risks facing the Company. Identifying and Evaluating Nominees for Directors Pursuant to our Corporate Governance Guidelines and the NCG Committee Charter, the NCG Committee is responsible for nominating, or recommending to the Board of Directors, nominees for election as directors. The NCG Committee will consider candidates for nomination as a director recommended by the Company's shareholders, directors, officers and employees and third-party search firms and other sources it deems appropriate. Considerations in evaluating candidates include the candidate's minimum individual qualifications, including integrity, accountability, experience and an ability to work collegially with the other members of the Board of Directors. In addition, the NCG Committee and the Board of Directors will take into account all other factors they consider appropriate, including a candidate's skills and experience, legal and regulatory requirements and the needs of the Board of Directors. While neither the NCG Committee nor the Board of Directors has adopted a formal policy regarding diversity, they evaluate each candidate in the context of the Board of Directors' membership as a whole and consider diversity of backgrounds, perspectives and experiences in order to promote the representation of diverse views on the Board of Directors. All candidates are reviewed in the same manner, regardless of the source of the recommendation. The NCG Committee will consider individuals recommended by shareholders for nomination as a director in accordance with the procedures described below. The NCG Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential candidates. Procedures for Submitting Director Recommendations and Nominations The Bylaws provide that shareholders may nominate persons for election as directors at the Company's shareholder meetings by giving timely written notice to the Corporate Secretary of the Company containing required information. The Bylaws require that, to be timely and proper, notice of a nomination by a shareholder must be personally delivered to, or mailed to and received at, the Company's principal executive offices as follows: (a) for an annual meeting of shareholders, (i) at least 90 days and no more than 120 days before the first anniversary of the date of the proxy statement in conjunction with the annual meeting of shareholders for the prior year or (ii) if no annual meeting was held in the prior year or if the date of the annual meeting is more than 30 days earlier or later than the anniversary date of the prior year's annual meeting, not less than 60 days prior to such annual meeting; and (b) for a special meeting of shareholders called to elect directors, no later than the close of business on the seventh day after the day on which notice of the date of the special meeting is first given to shareholders. To be in proper form, such notice must contain specified information concerning the nomination to be brought before such meeting, including, if applicable, information required under Rule 14a-19 under the Exchange Act, and must set forth information concerning the shareholder making such nomination, as described in the Bylaws. For the Company's 2027 Annual Meeting, the foregoing information must be submitted to WW International, Inc., Attention: Corporate Secretary, 18 West 18th Street, 7th Floor, New York, New York 10011. The NCG Committee will also consider director candidates recommended by shareholders. All recommendations for nomination received by the Corporate Secretary that are made in accordance with the requirements in our Bylaws relating to director nominations, as described above, will be considered. Director Independence For a director to be considered independent, the Board of Directors must determine that the director does not have any relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board of Directors has established guidelines to assist it in determining director independence, which conform to the independence requirements in the Nasdaq listing standards. In addition to applying these guidelines, which are set forth in Article II of our Corporate Governance Guidelines, the Board of Directors will consider all relevant facts and circumstances in making an independence determination. The Board of Directors and the NCG Committee reviews the independence of the Company's directors on a regular basis, and at least annually. Following this review, the Board of Directors has affirmatively determined that the following directors, who currently serve on the Board of Directors, are independent under the applicable listing standards of Nasdaq and our Corporate Governance Guidelines: Messrs. Davis, Hawks, and Sjoqvist and Mses. Gavales, Gove and Thiltgen. The Board of Directors previously determined that Julie Rice, who resigned from the Board of Directors in February 2025, Steven M. Altschuler, Tracey D. Brown, Denis F. Kelly, Thilo Semmelbauer and William H. Shrank, who ceased to be members of the Board of Directors on the Effective Date pursuant to the Plan of Reorganization, and Julie Bornstein, Michael Mason and Fallon O'Connor Brooks, who resigned from the Board of Directors in April 2026, were independent under applicable listing standards and our Corporate Governance Guidelines during the time they served on the Board of Directors. In making the independence determinations, the Board of Directors and the NCG Committee considered all relevant facts and circumstances. Code of Business Conduct and Ethics We have adopted the Code of Business Conduct and Ethics for our officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, and our employees and directors. Our Code of Business Conduct and Ethics is available on our corporate website at corporate.ww.com/ govdocs. In addition to any disclosures required under the Exchange Act, the date and nature of any substantive amendment of our Code of Business Conduct and Ethics or waiver thereof applicable to any of our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K of the Exchange Act, will be disclosed within four business days of the date of such amendment or waiver on our corporate website at corporate.ww.com/govdocs and corporate.ww.com/corporate-actions, respectively. In the case of a waiver, the name of the person to whom the waiver was granted will also be disclosed on our corporate website within four business days of the date of such waiver. Securities Trading Policies and Procedures We have adopted policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees and by the Company that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of Nasdaq. A copy of our Securities Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Executive Sessions of Non-Management and Independent Directors Non-management directors meet in executive sessions of the Board of Directors in which management directors and other members of management do not participate. These sessions are periodically scheduled for non-management directors at meetings of the Board of Directors. The Chairman of the Board of Directors, currently Mr. Davis, presides over the meetings of the non-management directors. In addition, the directors who the Board of Directors affirmatively determined are independent under applicable Nasdaq listing standards and our Corporate Governance Guidelines hold executive sessions at least twice a year. Mr. Davis presided over these sessions in fiscal 2025. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS Set forth below are the names, ages, and current positions with us as of April 30, 2026 of our executive officers and directors. Directors are elected at the annual meeting of shareholders. Executive officers are appointed by, and hold office at, the discretion of the Board of Directors. Name Age Position Felicia DellaFortuna .................... 42 Chief Financial Officer and Member, Interim Office of the Chief Executive Jonathan Volkmann .................... 39 Chief Operations Officer and Member, Interim Office of the Chief Executive Hélène Causse ......................... 43 Chief Technology Officer Debra Cotter .......................... 53 Chief Legal Officer and Secretary Nina George .......................... 40 Chief Marketing and Consumer Strategy Officer Eugene I. Davis (1)(2)(3)(4) .................. 71 Chairman of the Board of Directors Lisa Gavales (3)(4) ....................... 62 Director Sue Gove (1)(2) .......................... 67 Director J. Carney Hawks (2)(3)(4) .................. 51 Director Nikolaj Sjoqvist (1)(2)(4). ................... 53 Director Heather Thiltgen (3). ..................... 56 Director Member of the NCG Committee. Member of the Audit Committee. Member of the Compensation Committee. Member of the SF Committee. Felicia DellaFortuna . Ms. DellaFortuna has served as our Chief Financial Officer since January 2025 and as a member of our Interim Office of the Chief Executive since April 2026. Prior to joining us, she was Chief Financial Officer of Enthusiast Gaming Holdings Inc., a gaming media and entertainment company, from November 2023 to December 2024. Prior to that, she served as Chief Financial Officer of BuzzFeed, Inc., a digital media company, from December 2021 to November 2023. Ms. DellaFortuna previously served in several finance leadership positions at BuzzFeed's predecessor company, including as its Chief Financial Officer from February 2020 to December 2021, Senior Vice President of Finance from May 2019 to February 2020, Vice President of Finance from June 2017 to May 2019, and Senior Director of Finance from October 2015 to June 2017. Prior to that time, Ms. DellaFortuna held corporate finance positions with Viant Technology Inc. and XIX Entertainment Limited, and provided assurance services at Ernst & Young LLP. She holds a Certified Public Accountant license in New York. Ms. DellaFortuna received a B.S. in Accounting from Lehigh University. Jonathan Volkmann. Jonathan Volkmann has served as our Chief Operations Officer since June 2025 and as a member of our Interim Office of the Chief Executive since April 2026. He previously served as our Senior Vice President, Global Operations from February 2025 to June 2025 and the Chief Operating Officer of our Clinical business from April 2023 to February 2025. Mr. Volkmann was the Chief Operating Officer at Weekend Health, Inc. (d/b/a Sequence), a subscription telehealth platform, from March 2022 to April 2023, when we acquired Sequence. Beginning in 2019, he worked at Eaze Inc., a cannabis delivery platform, where he held several leadership positions including Vice President, Marketplace from October 2021 to March 2022 and Vice President, Central Operations from October 2020 to October 2021. Earlier in his career, he served in various operational roles at Uber and DogVacay (acquired by Rover), after beginning his career as a Financial Analyst at Standard & Poor's. Mr. Volkmann holds a B.S. in Business Administration from the University of Richmond and an M.B.A. from the UCLA Anderson School of Management. Hélène Causse . Ms. Causse has served as our Chief Technology Officer since October 2025. Prior to joining us, Ms. Causse was Senior Vice President of Engineering at Fidelity National Information Services, Inc. (FIS), a financial technology company, from April 2024 to September 2025. She previously was Director of Software Engineering at Snap Inc., a technology company, from June 2019 to April 2024. Prior to that time, Ms. Causse worked at Amazon.com, Inc., a technology company, serving as Senior Software Development Manager of Amazon Go from April 2015 to June 2019 and Senior Technical Program Manager for Amazon Web Services from July 2013 to April 2015. Ms. Causse began her career as a software engineer at various companies. She received a Master of Science in Electronics and Computer Engineering from ENSEA (École Nationale Supérieure de l'Électronique et de ses Applications) in France and Masters of Science in Electrical and Computer Engineering and Management of Technology from the Georgia Institute of Technology. Debra Cotter . Ms. Cotter has served as our Chief Legal Officer and Secretary since April 2026. Ms. Cotter previously served as our Senior Vice President and Associate General Counsel, Corporate - M&A and Securities from June 2013 to April 2026 and Assistant General Counsel from November 2008 to May 2013. Prior to joining us, she was with Wyeth Pharmaceuticals, where she served as a Senior Attorney in Corporate Law, Transactions and Securities from 2005 to 2008. She previously worked as an attorney at Willkie Farr & Gallagher LLP from 2000 to 2005. Ms. Cotter received a B.A. in Economics from College of the Holy Cross and a J.D. from the University of Pennsylvania Law School. Nina George. Ms. George has served as our Chief Marketing and Consumer Strategy Officer since November 2025. Prior to joining us, she was Chief Growth Officer at Leaf Home, a tech-enabled, direct-to-consumer home solutions business, from June 2023 to September 2025. From September 2020 to June 2023, Ms. George led Growth and Marketing at BrainPOP, an education technology company, initially as Senior Vice President and later as Chief Growth and Marketing Officer. Before that, she held several leadership roles at Rent the Runway, Inc., a fashion e-commerce and subscription platform, from March 2016 to September 2020, most recently serving as Vice President and General Manager, Revenue. Earlier in her career, she worked in M&A and strategic advisory at Lazard, a global financial advisory and asset management firm, from 2012 to 2016, and began her career in the New Businesses Group at the Singapore Economic Development Board from 2008 to 2011. Ms. George earned a Bachelor of Engineering in Electrical Engineering from the National University of Singapore and an M.B.A. from Harvard Business School. Eugene I. Davis. Mr. Davis has been the Chairman of our Board of Directors since June 2025. Mr. Davis is the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm that he founded in 1999 specializing in operational turnarounds and strategic planning advisory services. Over his career, he has acted in executive, board member and advisory roles in managing hundreds of debtor-and creditor-side pre- and post-restructuring assignments involving businesses in various industries. Prior to founding PIRINATE, Mr. Davis reorganized, operated, and managed multiple companies, serving as Chief Operating Officer of Total-Tel Communications, Inc., Vice Chairman and CEO of Sport Supply Group, Inc. and Vice Chairman and President of Emerson Radio Corporation. He also practiced law as a partner, shareholder and head of the Corporate & Securities practice at Holmes, Millard & Duncan, P.C., as a partner at Arter & Hadden LLP, and as an associate at Akin Gump Strauss Hauer & Feld LLP. Prior to that, Mr. Davis was an attorney and negotiator at oil and gas companies. Mr. Davis earned a B.A. in International Politics from Columbia College, a Master's in International Affairs from the School of International Affairs at Columbia University, and a J.D. from Columbia University School of Law. Mr. Davis is a director of Spirit Aviation Holdings, Inc. and Pangaea Logistics Solutions Ltd. He was previously a director of Aeromexico Group, Babylon Holdings Limited, F45 Training Holdings Inc., Fossil Group, Inc., GTT Communications, Inc., Hawks Acquisition Corp, Hycroft Mining Holding Corporation, Loyalty Ventures Inc., MediaMath Holdings, Inc., PGX Holdings, Inc., and Skillsoft Corp. Lisa Gavales. Ms. Gavales has been a director since April 2026. She served as a director of Destination Maternity Corporation, a maternity apparel retailer, from 2019 to 2020, and also as Chair of its Office of the Chief Executive Officer from June to December 2019. Prior to that, Ms. Gavales provided interim leadership for Bluestem Group, Inc., a parent company to e-commerce retail brands, serving as the Interim President of Fingerhut from October 2017 to January 2018 and Bluestem Group's Interim Chief Executive Officer from January 2018 to April 2019. Ms. Gavales served as Chairman, Chief Executive Officer and President of Things Remembered, Inc. from November 2014 to June 2017, President and Chief Marketing Officer of The Talbots, Inc. from 2013 to 2014, and Executive Vice President of Express, Inc. from 2008 to 2013. Earlier in her career, she spent over a decade at Bloomingdale's, where she held a variety of positions concluding with Senior Vice President of Marketing. She began her career at Zale Corporation and Management Horizons. Ms. Gavales received a B.S. in Marketing and an M.B.A. from the University of Bridgeport. She previously served as a director of F45 Training Holdings Inc. Sue Gove . Ms. Gove has been a director since April 2026. She has served as Founder and President of Excelsior Advisors, LLC, a retail consulting and advisory firm, since 2014. Ms. Gove previously served as President and Chief Executive Officer of Bed Bath & Beyond Inc. from October 2022 to September 2023, after serving as Interim Chief Executive Officer starting in June 2022, during which time Bath & Beyond filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey. Prior to Bed Bath & Beyond, Ms. Gove served as a Senior Advisor of Alvarez & Marsal, a global professional services firm, from 2017 to 2019, after independently consulting with them earlier in her career. She was Chief Executive Officer of Vitamin World USA Corporation, a carve out of NBTY Inc., a retailer of vitamins and nutritional supplements, from 2015 to 2016. Prior to that, Ms. Gove served as Chief Operating Officer and Chief Financial Officer of Golfsmith International, a specialty retailer of golf equipment, apparel and accessories from 2008 to 2012, where she then served as President and Chief Executive Officer from 2012 to 2014. Ms. Gove began her career at Zale Corporation, where she served in numerous senior leadership positions through 2006, including Chief Financial Officer and Chief Operating Officer. She received a B.B.A. in Accounting from the University of Texas at Austin. Ms. Gove is a director of LKQ Corporation. She previously served as a director of Conn's, Inc., IAA, Inc., and Bed Bath & Beyond Inc. J. Carney Hawks. Mr. Hawks has been a director since June 2025. Mr. Hawks was a Founding Partner of Brigade Capital Management, a multi-billion-dollar asset management firm, from its inception in 2007 until his retirement from the company in December 2019. At Brigade, he was head of Special Situations, sat on the firm's Investment Committee and managed two energy-focused funds for the firm. Prior to Brigade, he was a Managing Director at Mackay Shields in its High Yield Group from 1998 to 2005. Mr. Hawks holds a B.S. in Commerce from the University of Virginia. He is a director of Ferrellgas Partners, L.P. and Nine Energy Service, Inc. Mr. Hawks previously served as the Chairman of the Board of Directors and Chief Executive Officer of Hawks Acquisition Corp and as a director of Extraction Oil & Gas, Inc. (now Civitas Resources, Inc.) and Invacare Holdings Corporation. Nikolaj Sjoqvist . Mr. Sjoqvist has been a director since June 2025. Mr. Sjoqvist has been the Managing Member of Katalyst Advisory LLC, a firm providing operational advice to investment management firms, boards of directors and management teams on creating value, since 2023. He previously served as Senior Vice President & Chief Digital Officer at Waste Management, Inc., a leading provider of comprehensive environmental solutions, from 2017 to 2022, and as Vice President of Revenue Management from 2012 to 2017. Prior to that, he served as an Associate Principal in the Marketing & Sales practice at McKinsey & Company, a global management consulting firm, from 2007 to 2012. Mr. Sjoqvist held various roles in Europe and the United States from 1996 to 2006 at Compaq Computer and then Hewlett-Packard following its acquisition of Compaq. He began his career in corporate finance and audit roles at Price Waterhouse. Mr. Sjoqvist holds a B.A. in Business Studies from Oxford Brookes University and an M.B.A. from the Kellogg School of Management at Northwestern University. Heather Thiltgen . Ms. Thiltgen has been a director since April 2026. Since November 2025, Ms. Thiltgen has been President and a member of the board of directors of Presbyterian Health Plan, the health insurance arm of Presbyterian Healthcare Services. She previously served as the President, Chief Executive Officer and a member of the board of directors of WellSense Health Plan, a health insurance plan that is part of Boston Medical Center Health System, from February 2020 to October 2025. Prior to that, Ms. Thiltgen was with Medical Mutual, a health insurance company, where she served as Senior Vice President of Strategic Markets from June 2016 to January 2020, Senior Vice President of Individual and Government Programs from December 2015 to May 2016, and Vice President of Individual Sales and Marketing from April 2012 to November 2015. She previously held various roles at TruStage Financial Group, USAA, and The M/A/R/C Group. Ms. Thiltgen received a B.A. in Government from the University of Texas at Austin and an M.B.A. from the Owen Graduate School of Management at Vanderbilt University. Director Qualifications When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the Board of Directors and the NCG Committee focused primarily on each person's background and experience as reflected in the information discussed in each of the directors' and nominees' individual biographies set forth immediately above. In particular, the Board of Directors and the NCG Committee considered: Mr. Davis' extensive knowledge and understanding of general management processes and operations due to serving in an executive capacity in a broad range of industries, as well as his substantial experience leading financial turnarounds, and serving as a director, at numerous public and private companies. Ms. Gavales' strong operational leadership experience and background in brand building, digital marketing and e-commerce, as well as her extensive experience serving on boards of directors of companies at growth inflection points and executing strategic transformations. Ms. Gove's executive and senior leadership experience in finance, operations, marketing, and strategy, including serving as a chief executive officer, chief operating officer, and chief financial officer, as well as her extensive experience serving on the boards of directors of other public companies. Mr. Hawks' experience in financial management and accounting, his extensive knowledge and understanding of corporate finance and strategy and value creation, and his significant experience in advising and serving on boards of companies emerging from corporate restructurings. Mr. Sjoqvist's experience as a senior executive of, and operational advisor to, companies in a broad cross-section of industries, knowledge and understanding of subscription products and services, and expertise in leveraging data, analytics and technology to improve customer acquisition and retention. Ms. Thiltgen's experience as a healthcare executive with expertise in expanding coverage and access to GLP-1 therapies, navigating complex regulatory environments, and delivering superior member health outcomes and care access through medical, pharmaceutical, and telehealth solutions. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees Audit fees for fiscal 2025 and fiscal 2024 were for professional services rendered by PricewaterhouseCoopers in connection with its (i) integrated audits of our consolidated financial statements and internal control over financial reporting as of and for fiscal 2025 (Successor Company) and fiscal 2024, including statutory audits of the financial statements of our subsidiaries, (ii) financial statement audit for the period from December 29, 2024 through June 24, 2025 (Predecessor Company), (iii) reviews of our unaudited consolidated interim financial statements as of and for each of the quarterly interim periods within fiscal 2025 and fiscal 2024 and (iv) reviews of documents filed with the SEC. Audit-Related Fees Audit-related fees would be for assurance and related services rendered by PricewaterhouseCoopers that were reasonably related to the performance of the audit or the review of our financial statements and not included in audit fees. There were no such fees for fiscal 2025 or fiscal 2024. Tax Fees Tax fees for fiscal 2025 and fiscal 2024 were for services rendered by PricewaterhouseCoopers primarily related to tax compliance, tax consulting and various special projects (including advice on tax examinations). All Other Fees All other fees for fiscal 2025 and fiscal 2024 were for services rendered by PricewaterhouseCoopers primarily related to assistance with statutory account filings and other miscellaneous professional services. All audit-related services, tax services and other services were pre-approved by the Audit Committee, which concluded that the provision of such services by PricewaterhouseCoopers was compatible with the maintenance of that firm's independence in the conduct of its auditing functions. The Audit Committee's Pre-Approval Policy for Audit and Non-Audit Services provides for pre-approval of audit, audit-related, tax and other services specifically described in appendices to the policy. Such services are pre-approved up to a specified fee limit and for a term of 12 months from the date of pre-approval, unless the Audit Committee provides for a different period. All other permitted services, as well as proposed services exceeding the pre-approved fee limit, must be separately pre-approved by the Audit Committee. Requests for services that require the specific approval by the Audit Committee must be submitted to the Audit Committee by both our independent registered public accounting firm and our Chief Financial Officer and/or Corporate Controller, and must include a joint statement as to whether, in their view, the request is consistent with the SEC's rules on auditor independence. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The Audit Committee delegated specific pre-approval authority to its chairperson, provided that the estimated fee for any such proposed pre-approved service does not exceed $100,000 in the aggregate. Pursuant to this delegation, the chairperson must report any pre-approval decision to the Audit Committee at its next scheduled meeting. Principal Accountant Fees and Services Aggregate fees for professional services rendered to us by PricewaterhouseCoopers for fiscal 2025 and fiscal 2024: Fiscal 2025 Fiscal 2024 Audit Fees ............................................................ Audit-Related Fees ..................................................... Tax Fees ............................................................. $5,561,339 - 33,696 $2,940,387 - 36,469 All Other Fees ......................................................... 8,055 7,484 Total Fees ........................................................ $5,603,090 $2,984,340 AUDIT COMMITTEE REPORT The following is the report of the Audit Committee of the Board of Directors with respect to the Company's audited financial statements for fiscal 2025. The Audit Committee is governed by the Audit Committee Charter adopted by the Company's Board of Directors. Our Board of Directors has determined that each current member of the Audit Committee, Eugene I. Davis, Sue Gove, J. Carney Hawks and Nikolaj Sjoqvist, is an "independent" director based on Rule 10A-3 of the Exchange Act, the listing standards of Nasdaq, and our Corporate Governance Guidelines, and that Mr. Davis is an "audit committee financial expert" as defined by SEC rules. The Audit Committee reviews the Company's financial reporting process on behalf of the Board of Directors. The Audit Committee has met, reviewed and discussed the Company's audited financial statements with management, which has primary responsibility for the financial statements and the reporting process, including the system of internal controls. In this context, the Audit Committee has held discussions with management and PricewaterhouseCoopers, the Company's independent registered public accounting firm for fiscal 2025, regarding the fair and complete presentation of the Company's financial position and results of operations in accordance with accounting principles generally accepted in the United States of America and regulations of the SEC. The Audit Committee also has held discussions with management and PricewaterhouseCoopers regarding the effectiveness of the Company's internal control over financial reporting in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee has discussed significant accounting policies applied by the Company in its financial statements, as well as alternative treatments. Management has represented to the Audit Committee that the Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. PricewaterhouseCoopers is responsible for expressing an opinion on the conformity of the Company's financial statements with accounting principles generally accepted in the United States of America. The Audit Committee has also discussed with PricewaterhouseCoopers the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from PricewaterhouseCoopers required by the applicable requirements of the Public Company Accounting Oversight Board, regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. The Audit Committee has also considered whether the independent registered public accounting firm's provision of non-audit services to the Company is compatible with the auditor's independence. The Audit Committee has concluded that PricewaterhouseCoopers is independent from the Company and its management. The Audit Committee has pre-approved all fiscal 2025 audit and permissible non-audit services and the fees associated with those services. Further, the Audit Committee has discussed with PricewaterhouseCoopers the overall scope and plans for the audit. Based upon the review and discussions referred to above, the Audit Committee recommended to the Company's Board of Directors, and the Board of Directors approved, that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for fiscal 2025. This report is being provided by the following independent directors who constituted the Audit Committee as of April 28, 2026, the date of the approval of this report by the Audit Committee. Respectfully submitted, Audit Committee Eugene I. Davis, Chair Sue Gove J. Carney Hawks Nikolaj Sjoqvist

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