WW INTERNATIONAL, INC. 8-K

What Happened
WW International, Inc. announced on December 18, 2025 that its Compensation Committee and Board approved new award agreement forms under the 2025 Stock Incentive Plan and granted performance-based restricted stock units (PSUs), service-based restricted stock units (RSUs) and performance-based cash awards to named executives. The performance period for the PSUs and Cash Awards runs from January 1, 2026 through January 1, 2029. Vesting for PSUs and Cash Awards is tied to stock-price targets measured by 20-day volume-weighted average prices (VWAP), with half measured at the end of the period and half measured on rolling 20-day VWAPs every six months beginning January 1, 2027. RSUs vest in roughly equal installments on January 1 of 2027, 2028 and 2029. The filing also discloses an increase in Chief Financial Officer Felicia DellaFortuna’s base salary to $600,000 effective December 15, 2025.

Key Details

• Grants made December 18, 2025 to named executives:
  • Tara Comonte: 54,000 PSUs, 120,000 RSUs, $3,780,000 target Cash Award
  • Felicia DellaFortuna: 8,100 PSUs, 18,000 RSUs, $567,000 target Cash Award
  • Jacquie Cooke: 7,800 PSUs, 17,333 RSUs, $546,000 target Cash Award
• PSU/Cash Award performance period: Jan 1, 2026 – Jan 1, 2029; vesting based on 20-day VWAP measurements (end-period and rolling six‑month tests).
• Treatment on termination: pro‑rata vesting for qualifying terminations without cause or due to death/disability; Change in Control uses price per share in the transaction.
• Full award agreement text will be filed with the Company’s 2025 Form 10‑K.

Why It Matters
These grants align executive pay with WW’s stock-price performance over a multi-year period, tying potential payout to VWAP thresholds rather than time-only vesting. For investors, that means executive compensation outcomes will be linked to market performance and could reduce guaranteed payouts if price targets are not met; conversely, achieving targets would result in equity issuance and cash expense. The CFO base-salary increase is a direct, near-term cash-cost change and a retention/compensation signal. The filing does not quantify potential dilution or total expense from these awards — those details will appear in the Company’s forthcoming Form 10‑K.