DEF 14A of WW International, Inc., Apr 30, 2026

DEF 14A of WW International, Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197135

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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:

  2. ELECTION OF DIRECTORS

    | • | Eugene I. Davis, |

  3. ELECTION OF DIRECTORS

    | • | Lisa Gavales, |

  4. ELECTION OF DIRECTORS

    | • | Sue Gove, |

  5. ELECTION OF DIRECTORS

    | • | J. Carney Hawks, |

  6. ELECTION OF DIRECTORS

    | • | Nikolaj Sjoqvist, and |

  7. ELECTION OF DIRECTORS

    | • | Heather Thiltgen. |

  8. ELECTION OF DIRECTORS

    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.

  9. Board of Directors

    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.

  10. Compensation and Benefits Committee

    | • | reviewing and recommending to the Board of Directors compensation of directors and any related policies; |

  11. Identifying and Evaluating Nominees for Directors

    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.

  12. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

    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.

  13. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND 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 |

  14. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

    | (1) Member of the NCG Committee. |

  15. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

    | (2) Member of the Audit Committee. |

  16. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

    | (3) Member of the Compensation Committee. |

  17. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

    | (4) Member of the SF Committee. |

  18. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

    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

  19. INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS

    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.

  20. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes the total compensation paid to or earned by each of the named executive officers for fiscal 2025 and fiscal 2024, as applicable.

  21. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary(4) | Bonus | Stock Awards(5) | All Other Compensation | Total | | Tara Comonte(1) | 2025 | $1,500,001 | $5,250,000(6) | $5,901,450 | $30,350(7) | $12,681,801 | | Former President and Chief Executive Officer | 2024 | $351,923 | — | $546,183 | $96,381 | $994,487 | | Jacqueline Cooke(2) | 2025 | $557,404 | $1,062,500(8) | $852,423 | $7,105(9) | $2,479,432 | | Former Chief Legal and Administrative Officer and Secretary | 2024 | $398,077 | $362,500 | $103,230 | $8,571 | $872,378 | | Felicia DellaFortuna(3) | 2025 | $486,538 | $1,175,000(10) | $885,218 | $12,941(11) | $2,559,697 | | Chief Financial Officer and Member, Interim Office of the Chief Executive | | | | | | |

  22. SUMMARY COMPENSATION TABLE

    | (1) Ms. Comonte resigned from her role as President and Chief Executive Officer effective March 31, 2026. |

  23. SUMMARY COMPENSATION TABLE

    | (2) Ms. Cooke resigned from her role as Chief Legal and Administrative Officer and Secretary effective April 10, 2026. |

  24. SUMMARY COMPENSATION TABLE

    | (3) Effective April 3, 2026, Ms. DellaFortuna was appointed to the Company’s Interim Office of the Chief Executive (“IOCE”), to serve as the co-principal executive officer of the Company on an interim basis until such time as the Board of Directors appoints Ms. Comonte’s successor. |

  25. SUMMARY COMPENSATION TABLE

    | (4) Amounts shown reflect the named executive officer’s base salary earned during the fiscal year taking into account increases, if any, in base salary during the course of the year and not reduced to reflect the named executive officer’s election, if any, to defer receipt of salary into our savings plan for salaried U.S. employees. For additional details on actions taken with respect to the base salaries of the named executive officers in fiscal 2025, see “Narrative Disclosure to Summary Compensation Table—Base Salary”. |

  26. SUMMARY COMPENSATION TABLE

    | (5) Amounts shown in the Stock Awards column represent the grant date fair value of awards of (i) restricted stock units (“RSUs”), (ii) performance stock units (“PSUs”), and (iii) performance cash awards (“Cash Awards”), in each case calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. All assumptions made in the valuations with respect to fiscal 2025 are contained and described in Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2025. The amounts shown with respect to PSUs and Cash Awards are based on achievement of the applicable performance goals at 100% achievement, which is the maximum potential achievement under the PSU awards, and excludes the effect of estimated forfeitures. For additional details on the RSUs, PSUs and Cash Awards shown, see “Narrative Disclosure to Summary Compensation Table—Long-Term Equity and Equity-Based Incentives.” Upon their resignation from employment in fiscal 2026, Ms. Comonte and Ms. Cooke forfeited their then unvested RSUs, PSUs and Cash Awards. As discussed below under “Narrative Disclosure to Summary Compensation Table— Long-Term Equity and Equity-Based Incentives—Pre-Emergence Equity- and Equity-Based Incentives”, the vesting of certain RSUs and PSUs granted to Ms. Cooke under our 2014 Stock Incentive Plan (as amended and restated, the “Prior Stock Incentive Plan”) and held by Ms. Cooke prior to the Emergence automatically accelerated upon the Emergence. While the accelerated vesting constituted a modification for purposes of FASB ASC Topic 718, it did not constitute a “material modification” for purposes of accounting and no incremental value was recorded for accounting purposes nor, for that reason, is any modification value required to be disclosed in the Summary Compensation Table under applicable SEC disclosure rules. |

  27. SUMMARY COMPENSATION TABLE

    | (6) Amount shown reflects Ms. Comonte’s $4,500,000 Retention Bonus (as defined below) and a $750,000 cash bonus pursuant to her employment agreement. See “Narrative Disclosure to Summary Compensation Table—Cash Bonuses” for additional details. |

  28. SUMMARY COMPENSATION TABLE

    | (7) Amount shown includes $20,000 for payment of legal expenses on Ms. Comonte’s behalf incurred in the negotiation of her employment agreement and related agreements and $10,350 in contributions by the Company to its savings plan for salaried U.S. employees for Ms. Comonte’s benefit. |

  29. SUMMARY COMPENSATION TABLE

    | (8) Amount shown reflects Ms. Cooke’s $1,000,000 Retention Bonus and a $62,500 cash bonus pursuant to her offer letter. See “Narrative Disclosure to Summary Compensation Table—Cash Bonuses” for additional details. |

  30. SUMMARY COMPENSATION TABLE

    | (9) Amount shown reflects contributions by the Company to its savings plan for salaried U.S. employees for Ms. Cooke’s benefit. |

  31. SUMMARY COMPENSATION TABLE

    | (10) Amount shown reflects Ms. DellaFortuna’s $1,000,000 Retention Bonus and a $175,000 cash bonus pursuant to her offer letter. See “Narrative Disclosure to Summary Compensation Table—Cash Bonuses” for additional details. |

  32. SUMMARY COMPENSATION TABLE

    | (11) Amount shown includes $8,643 for payment of legal expenses on Ms. DellaFortuna’s behalf incurred in the negotiation of her offer letter and $4,298 in contributions by the Company to its savings plan for salaried U.S. employees for Ms. DellaFortuna’s benefit. |

  33. OUTSTANDING EQUITY AWARDS AT FISCAL 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025

  34. POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION, RETIREMENT OR CHANGE OF CONTROL

  35. Potential Payments Upon Termination or Change in Control: Stock Awards

    Potential Payments Upon Termination or Change in Control: Stock Awards Prior to the Emergence, the pre-Emergence Compensation Committee generally granted a mix of time-vesting non-qualified stock options (“Time-Vesting Options”) and/or RSU awards, as well as PSUs with both time- and performance-vesting criteria. Pursuant to the Company’s terms and conditions, these Time-Vesting Options and/or RSUs, unless provided otherwise by the Board of Directors or a committee thereof, generally fully vested and such stock options generally became exercisable immediately prior to a “change of control”. Pursuant to the terms of the PSUs, unless provided otherwise by the Board of Directors or a committee thereof, the time-vesting criteria was deemed fully satisfied and the performance-vesting criteria was deemed satisfied at the “target” level of performance upon a “change of control”; provided, however, that if such event occurred following the end of any performance period, then the performance-based vesting criteria was determined based on actual performance. Any dividend equivalents accrued with respect to RSUs and PSUs was also deemed to vest as set forth above. Following the Emergence, the post-Emergence Board of Directors approved the Current Stock Incentive Plan. Pursuant to the Company’s terms and conditions for the Special Post-Emergence Awards, which consisted of RSU and PSU awards and Cash Awards, under the Current Stock Incentive Plan, unless otherwise provided by the Board of Directors or a committee thereof, such awards generally remain outstanding and eligible to vest in the event of a “qualifying termination”. In the case of qualifying terminations of employment without cause or due to death or disability, a pro-rata portion of the PSUs (determined based on the number of days that the participant was employed during the performance period) will remain outstanding as of such termination of employment and either, (a) if the PSUs have become eligible to vest, immediately vest upon the employment termination date, or (b) if the PSUs have not become eligible to vest, remain outstanding and eligible to vest upon achievement of the underlying performance-based stock price vesting condition. In connection with a “change in control” (as defined in the Current Stock Incentive Plan), the last day of the Performance Period for the PSUs will be the day of the change in control and the performance-based stock price vesting condition will be measured based on the price per share of Common Stock in such change in control. In the case of qualifying terminations of employment without cause or due to death or disability, the next tranche of RSUs that would have become vested on the vesting date immediately following such termination of employment will immediately vest upon the employment termination date. Upon the occurrence of a change in control, any RSUs that are unvested immediately prior to such change in control shall immediately become fully vested upon the date of such change in control. In the case of qualifying terminations of employment without cause or due to death or disability, a pro-rata portion of the Cash Award (determined based on the number of days that the participant was employed during the performance period) will remain outstanding as of such termination of employment and either, (a) if such portion of the Cash Award has been earned based on achievement of the underlying stock price performance condition, immediately vest upon the employment termination date, or (b) if such portion of the Cash Award has not been earned based on achievement of the underlying stock price performance condition, remain outstanding and eligible to vest upon achievement of the underlying stock price performance condition. In connection with a change in control, the last day of the Performance Period for the Cash Award will be the day of the change in control and the stock price used to determine whether any then-unearned portion of the Cash Award has become earned and eligible to vest will be measured based on the price per share of Common Stock in such change in control.

  36. Potential Payments to Ms. Comonte

    Potential Payments to Ms. Comonte Pursuant to and subject to the terms of the Ms. Comonte’s employment agreement, dated February 26, 2025 (the “Comonte Employment Agreement”), in the event Ms. Comonte’s employment was terminated (x) prior to the earlier of (i) January 31, 2026, and (ii) a “change in control,” by the Company without “cause” or due to her resignation of employment for “modified good reason” (in each case, as such term is defined in the Comonte Employment Agreement), or (y) on or following the earlier of (i) January 31, 2026, and (ii) a “change in control,” by the Company without “cause” or due to her resignation of employment for “good reason” (as such term is defined in the Comonte Employment Agreement) (the date of such termination, the “Comonte Separation Date”), Ms. Comonte was entitled to the following payments and benefits: (1) salary continuation, which was not subject to mitigation in the event she was employed during the Severance Period (as defined below), until the later of (i) the six-month anniversary of the Comonte Separation Date (or if earlier, the date she was placed on garden leave), and (ii) March 31, 2026 (the period from the Comonte Separation Date (or if earlier, the date Ms. Comonte was placed on garden leave) through such later date, the “Severance Period”); (2) with respect to her annual, performance-based cash bonus, (i) any unpaid annual bonus in respect of any completed fiscal year that ended prior to the date of such termination and (ii) an amount equal to her target annual bonus, prorated based on the number of days she was employed during the year of termination; provided, however, that Ms. Comonte was not entitled to an annual bonus with respect to fiscal 2025; and (3) continued COBRA (Consolidated Omnibus Reconciliation Act) coverage under the Company’s group health plan (including dental), pursuant to the payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by similarly-situated active employees. Such payments and benefits were contingent upon Ms. Comonte’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates and continued compliance with certain confidentiality, non-competition, non-solicitation and no-hire covenants set forth therein. See “Departure of Named Executive Officers” below for information regarding Ms. Comonte’s separation from the Company.

  37. Potential Payments to Ms. Cooke

    Potential Payments to Ms. Cooke Ms. Cooke was entitled to receive (i) 12 months of base salary at the time of termination via salary continuation, and (ii) 12 months of continued COBRA coverage under the Company’s group health plan (including dental), in an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by similarly-situated active employees in the event of her termination by the Company for any reason other than for “cause” (subject in each case to mitigation in the event she was employed by another company during the salary continuation period), subject to the execution and non-revocation of a general release of claims in favor of the Company and its affiliates. Notwithstanding, and in lieu of, the severance payments and benefits provided in her offer letter described above, pursuant to the continuity agreements described below, during the two-year period following the Emergence (which constituted a “change of control” for purposes of the continuity agreements), Ms. Cooke was entitled to the payments and benefits set forth in the continuity agreement in connection with severance-qualifying terminations of employment thereunder. In connection with Ms. Cooke’s departure from the Company, the Company and Ms. Cooke entered into a separation agreement and mutual release providing for payments and benefits in lieu of, and that supersede, the foregoing and those in her continuity agreement. For more information on the separation agreement, see “Departure of Named Executive Officers” below.

  38. Potential Payments to Ms. DellaFortuna

    Potential Payments to Ms. DellaFortuna In the event of Ms. DellaFortuna’s termination by the Company other than for “cause” (as defined in the Current Stock Incentive Plan) or resignation for “good reason” (as defined in her offer letter with the Company), she is entitled to receive (i) 12 months of base salary via salary continuation, (ii) an amount equal to her target annual performance bonus at the time of termination or resignation payable in equal installments over the period of her salary continuation, (iii) any unpaid annual bonus from the previous calendar bonus year, if applicable, and (iv) continued COBRA coverage under the Company’s group health plan (including dental), in an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by similarly-situated active employees, subject to the execution and non-revocation of a general release of claims in favor of the Company and its affiliates. Notwithstanding, and in lieu of, the severance payments and benefits provided in her offer letter described above, pursuant to the continuity agreements described below, during the two-year period following the Emergence (which constituted a “change of control” for purposes of the continuity agreements), Ms. DellaFortuna is entitled to the payments and benefits set forth in the continuity agreement in connection with severance-qualifying terminations of employment thereunder.

  39. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE The following table and supporting narrative contain information regarding “compensation actually paid” to our named executive officers and the relationship to Company performance as required by Item 402(v) of Regulation S-K. Our principal executive officers are referred to herein together as “PEOs” and individually as a “PEO”. Our non-PEO named executive officers are collectively referred to herein as the “Other NEOs”.

  40. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO Tara Comonte ($) (1) | Compensation Actually Paid to PEO Tara Comonte ($) (1)(2) | Summary Compensation Table Total for PEO Sima Sistani ($) (3) | Compensation Actually Paid to PEO Sima Sistani ($) (2)(3) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (5) | Net Income (Loss) ($ in millions) | | | 2025 | $12,681,801 | $13,413,184 | — | | — | $2,519,564 | $2,625,898 | $108 | | 1,056.0 | | 2024 | $994,487 | $1,233,162 | $3,475,350 | ($ | 6,962,509) | $1,129,990 | $687,563 | — | ($ | 345.7) | | 2023 | — | — | $8,873,418 | | 12,526,695 | $1,401,050 | $1,467,231 | — | ($ | 112.3) |

  41. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Ms. Comonte commenced serving as our PEO on September 27, 2024. |

  42. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” (“CAP”) to our PEOs and the average CAP to our Other NEOs, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by such individuals. The fair value of PSU awards and Cash Awards were calculated at each valuation date in accordance with FASB ASC Topic 718, based on our cumulative total shareholder return (“TSR”) and were evaluated using a grant date fair value determined by using the Monte Carlo Simulation model on the relevant valuation date and adjusted to reflect actual performance for any completed performance year and an assumption regarding attainment of the performance goals for the remaining performance period. The fair value of RSU and Common Stock awards was calculated at each valuation date in accordance with FASB ASC Topic 718 using the closing price of our Common Stock on the relevant valuation date or, if the market was closed on such date, the last trading day that immediately preceded the relevant valuation date. |

  43. PAY VERSUS PERFORMANCE DISCLOSURE

    | (3) Ms. Sistani served as our PEO for the entirety of fiscal 2023 and for the portion of fiscal 2024 preceding Ms. Comonte’s appointment. |

  44. PAY VERSUS PERFORMANCE DISCLOSURE

    | (4) The dollar amounts reported in this column represent the average of the total amounts reported for our Other NEOs for each corresponding fiscal year as follows: |

  45. PAY VERSUS PERFORMANCE DISCLOSURE

    | a. | Fiscal 2025: Jacqueline Cooke and Felicia DellaFortuna |

  46. PAY VERSUS PERFORMANCE DISCLOSURE

    | b. | Fiscal 2024: Donna Boyer; Jacqueline Cooke; and Heather Stark |

  47. PAY VERSUS PERFORMANCE DISCLOSURE

    | c. | Fiscal 2023: Heather Stark; Pierre-Olivier Latour; Amanda Tolleson; Michael Colosi; and Michael Lysaght |

  48. PAY VERSUS PERFORMANCE DISCLOSURE

    | (5) In connection with our Emergence in June 2025, our post-Emergence Common Stock started trading on June 27, 2025. Accordingly, in reliance on SEC guidance, for purposes of the requirement in Item 402(v)(2)(iv) of Regulation S-K, TSR is being reported using a measurement period from June 27, 2025 through December 31, 2025 and no TSR information is being presented for fiscal 2023, fiscal 2024 or the portion of fiscal 2025 preceding the Emergence. TSR is calculated by dividing (a) the difference between the share price at December 31, 2025 and June 27, 2025 (the beginning of the truncated measurement period), by (b) the share price at as of June 27, 2025. |

  49. PAY VERSUS PERFORMANCE DISCLOSURE

    To calculate “compensation actually paid” (“CAP”) for our PEO and Other NEOs for fiscal 2025, the following adjustments were made to Summary Compensation Table total pay.

  50. PAY VERSUS PERFORMANCE DISCLOSURE

    | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($) | Additions to Summary Compensation Table Total ($) | Compensation Actually Paid ($) | | PEO – Tara Comonte | | | | | $12,681,801 | ($5,901,450) | $6,632,833 | $13,413,184 | | Average for Other NEOs indicated above | | | | | $2,519,564 | ($868,820) | $975,154 | $2,625,898 |

  51. PAY VERSUS PERFORMANCE DISCLOSURE

    | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding ($) | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY ($) | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding ($) | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY ($) | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions ($) | Total Equity Adjustments Reflected in Compensation Actually Paid ($) | | Chief Executive Officer serving as PEO – Tara Comonte | | | | | | | | $6,775,770 | $0 | $0 | ($ | 142,937) | $0 | $6,632,833 | | Average for Other NEOs indicated above | | | | | | | | $997,539 | $0 | $0 | ($ | 22,385) | $0 | $975,154 |

  52. Description of Certain Relationships between Information presented in the Pay versus Performance Table

    Description of Certain Relationships between Information presented in the Pay versus Performance Table The graphs below reflect the relationship between the CAP of the two PEOs and Average Other NEO CAP with 1) the Company’s TSR (assuming an initial fixed investment of $100) for the period beginning June 27, 2025, the first trading day of shares of the Company’s post-Emergence Common Stock, through the end of fiscal 2025 and 2) the Company’s Net Income (Loss) for fiscal 2023, 20 24, a nd 202 5. A s disclosed above, in connection with our Emergence in June 2025, our post-Emergence Common Stock started trading on June 27, 2025. Accordingly, in reliance on S EC guidance, for purposes of the requirement in Item 402(v)(2)(iv) of Regulation S-K, TSR is being reported using a measurement period from June 27, 2025 through December 31, 2025 and no TSR information is being presented for fiscal 2023, fiscal 2024 or the portion of fiscal 2025 preceding the Emergence.

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company’s non-employee director compensation program is intended to attract and retain qualified candidates to serve on the Board of Directors. In setting director compensation for non-employee directors, the Board of Directors considers the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill level required by the Company of members of the Board of Directors. Directors who are employees of the Company receive no compensation for their service as directors. As described elsewhere in this Proxy Statement, we emerged from Chapter 11 bankruptcy proceedings (the “Emergence”) on the Effective Date, i.e., June 24, 2025. In connection with our Emergence, our Board of Directors, advised by our independent compensation consultant, LB&Co., assessed the form and amount of our non-employee director compensation program, including peer data relating to our post-Emergence peer group as well as considering the practices of other post-emergence companies. Our executive officers did not play a role in determining or recommending the amount or form of our non-employee director compensation. On an annual basis going forward, our Compensation Committee and our Board of Directors intend to review our non-employee director compensation program to ensure it remains competitive and aligned with our peers and the market.

  54. Post-Emergence Director Compensation: Fiscal Year 2026

    Post-Emergence Director Compensation: Fiscal Year 2026 On December 18, 2025, as part of its post-Emergence review of its compensation policies, the Board of Directors approved a new non-employee director compensation program, effective January 1, 2026. Cash retainers generally remained unchanged from those paid in fiscal 2025, except that the cash fee for service on the Compensation Committee and/or NCG Committee was increased from $6,000 to $12,500 per year, the cash fee for service on the Audit Committee and/or the SF Committee was increased from $10,000 to $12,500 per year, the additional cash fee for service as the Compensation Committee or NCG Committee chair was increased from $9,000 to $12,500 per year, and the additional cash fee for service as the chair of the Board of Directors was increased from $45,000 to $60,000 per year. While the grant date fair value of the annual equity-based component of our non-employee director compensation program remains at $135,000 for fiscal year 2026, beginning January 1, 2026, the equity-based component of the non-employee director compensation program will be delivered in an annual award of RSUs pursuant to the Current Stock Incentive Plan. The RSUs will be granted on the first trading day of the Company’s open trading window (as determined under the Company’s Amended and Restated Securities Trading Policy, or any successor policy thereof) following the date of the annual meeting of the Company’s shareholders for such year (the “Annual Director Grant Date”), with the number of RSUs determined by averaging the closing price of the Common Stock for the last five trading days immediately prior to the applicable Annual Director Grant Date. Subject to a director’s continued service on the Board of Directors on the applicable vesting date, 100% of the RSUs shall vest on the earlier of (x) the first anniversary of the Annual Director Grant Date, or, if earlier, the date which is the business day immediately preceding the date of the next annual meeting of the Company’s shareholders; (y) the director’s termination of service as a director due to the director’s death or permanent and total disability; or (z) a change in control (as defined in the Current Stock Incentive Plan).

  55. DIRECTOR COMPENSATION FOR FISCAL 2025

    DIRECTOR COMPENSATION FOR FISCAL 2025

  56. DIRECTOR COMPENSATION FOR FISCAL 2025

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total | | Post-Emergence Board of Directors | | | | | | Eugene I. Davis(2)(3)(4)(5)(6)(7) | $99,199 | $33,571 | — | $132,770 | | Julie Bornstein(6) | $100,363 | $38,265 | — | $138,628 | | J. Carney Hawks(2)(5)(6) | $59,673 | $33,571 | — | $93,244 | | Michael Mason(2)(4)(7) | $54,815 | $33,571 | — | $88,386 | | Fallon O’Connor-Brooks(2)(7) | $48,111 | $31,010 | — | $79,121 | | Nikolaj Sjoqvist(2)(4)(5)(7) | $64,673 | $33,571 | — | $98,244 | | Pre-Emergence Board of Directors | | | | | | Thilo Semmelbauer(2)(3)(4)(5) | $75,961 | $4,694 | — | $80,655 | | Steven M. Altschuler(2)(6) | $46,452 | $4,694 | — | $51,146 | | Tracey D. Brown(2)(4)(5) | $51,291 | $4,694 | — | $55,985 | | Denis F. Kelly(2)(5) | $54,436 | $4,694 | — | $59,130 | | Julie Rice(2)(4)(8) | $17,021 | $4,694 | $1,500,182 | $1,521,897 | | William H. Shrank(2) | $43,549 | $4,694 | — | $48,243 |

  57. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (1) Stock awards consist solely of awards of fully vested Common Stock, if any, subject to certain transfer restrictions and fully vested DSUs, if any, issued under the Director Deferred Compensation Program. The amounts shown represent the aggregate grant date fair value of stock awards granted in fiscal 2025 calculated in accordance with FASB ASC Topic 718 and based solely on the closing price of our Common Stock on the date of the grant or, if the market was closed on the grant date, the last trading day that immediately preceded the grant date. The grant date fair value for each applicable stock award granted to each then-current director (x) on December 30, 2024 was $4,694; and (y) on December 19, 2025 was $33,571 (except in the case of Ms. O’Connor-Brooks was $31,010 reflecting the applicable proration for her time of service during the third quarter of fiscal 2025). The stock award granted on December 30, 2024 was for compensation earned for the fourth quarter of fiscal 2024, as applicable. As previously disclosed, on March 20, 2023, to align with the Compensation Committee’s determination to base the fiscal 2024 annual equity awards for the named executive officers on a fixed stock price of $9.13, the non-employee directors agreed to adjust the methodology for determining their equity-based compensation with respect to such year. Accordingly, with respect to fiscal 2024, the number of shares of Common Stock or DSUs granted quarterly to non-employee directors was determined by using a fixed stock price of $9.13 in lieu of the average price historically used. Each of Messrs. Davis, Semmelbauer, and Kelly, Drs. Alstchuler and Shrank and Ms. O’Connor-Brooks elected to defer all of their awards of fully vested Common Stock reflected in the amounts shown and instead received fully vested DSUs on the applicable grant date pursuant to the Director Deferred Compensation Program. In the case of such DSUs received by each of Messrs. Semmelbauer and Kelly and Drs. Altschuler and Shrank, these were paid to each director in shares of Common Stock on June 24, 2025, the date that they ceased to serve on the Board of Directors as discussed below. As of December 31, 2025, each of the following then-current directors held the following specified number of fully vested DSUs: Mr. Davis, 1,219 and Ms. O’Connor-Brooks, 1,126. |

  58. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (2) On June 24, 2025, Messrs. Davis, Hawks, Sjoqvist and Mason were appointed as directors in accordance with the Plan of Reorganization and the order confirming the Plan of Reorganization entered by the United States Bankruptcy Court for the District of Delaware. Pursuant to the terms of the Plan of Reorganization, on June 24, 2025, Messrs. Semmelbauer and Kelly, Drs. Altschuler and Shrank and Ms. Brown ceased to be members of the Board of Directors. Effective July 8, 2025, the Board of Directors elected Ms. O’Connor-Brooks to serve as a director. Effective February 25, 2025, Ms. Rice resigned from the Board of Directors. The amounts reported for each reflect fees earned on a pro-rated basis with respect to his or her service on the Board of Directors during fiscal 2025. |

  59. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (3) Amounts reported for each of Messrs. Semmelbauer and Davis reflect additional fees earned for serving as Chairman of the Board of Directors until his cessation of service, and from his appointment by the Board of Directors, respectively, on June 24, 2025. |

  60. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (4) Member of the NCG Committee during fiscal 2025. Effective February 26, 2025, the Board of Directors elected Mr. Semmelbauer, a then-current member of the NCG Committee, to serve as chair of the NCG Committee to fill the vacancy resulting from Ms. Rice ceasing to serve as a member of the NCG Committee given her resignation from the Board of Directors. The amounts reported for (x) Ms. Rice reflect fees earned with respect to her service (and additional fees earned for serving as NCG Committee chair) until her resignation from the Board of Directors; (y) Mr. Semmelbauer and Ms. Brown reflect fees earned with respect to his and her service (and, in the case of Mr. Semmelbauer, additional fees earned for serving as Audit Committee chair following his election) until June 24, 2025, the date each ceased to serve on the Board of Directors, and (z) Messrs. Davis, Mason and Sjoqvist reflect fees earned with respect to his service (and, in the case of Mr. Sjoqvist, additional fees earned for serving as NCG Committee chair) commencing June 24, 2025, the date of his appointment by the Board of Directors. |

  61. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (5) Member of the Audit Committee during fiscal 2025. The amounts reported for (x) Messrs. Kelly and Semmelbauer and Ms. Brown reflect fees earned with respect to his or her service (and, in the case of Mr. Kelly, additional fees earned for serving as Audit Committee chair) until June 24, 2025, the date each ceased to serve on the Board of Directors, and (y) Messrs. Davis, Hawks and Sjoqvist reflect fees earned with respect to his service (and, in the case of Mr. Davis, additional fees earned for serving as Audit Committee chair) commencing June 24, 2025, the date of his appointment by the Board of Directors. |

  62. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (6) Member of the Compensation Committee during fiscal 2025. The amounts reported for (x) Dr. Altschuler reflect fees earned with respect to his service until June 24, 2025, the date he ceased to serve on the Board of Directors, (y) Messrs. Davis and Hawks reflect fees earned with respect to his service (and, in the case of Mr. Hawks, additional fees earned for serving as Compensation Committee chair) commencing June 24, 2025, the date of his appointment by the Board of Directors, and (z) Ms. Bornstein reflect fees earned with respect to her service throughout fiscal 2025 and additional fees for serving as Compensation Committee chair until June 24, 2025. |

  63. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (7) Member of the SF Committee during fiscal 2025. The SF Committee of the Board of Directors was established effective July 1, 2025. The amounts reported for (x) Messrs. Davis, Mason and Sjoqvist reflect fees earned with respect to his service (and, in the case of Mr. Davis, additional fees earned for serving as SF Committee chair) commencing July 1, 2025, and (y) Ms. O’Connor-Brooks reflect fees earned with respect to her service from the date of her election on July 8, 2025. |

  64. DIRECTOR COMPENSATION FOR FISCAL 2025

    | (8) Amount shown represents the following compensation paid to Ms. Rice with respect to her service as Chief Experience Officer of the Company commencing August 7, 2025: base salary of $214,519; a guaranteed annual performance-based cash bonus with respect to fiscal 2025 of $431,250; $852,423 of value representing the grant date fair value of awards of RSUs, PSUs, and Cash Awards, in each case calculated in accordance with FASB ASC Topic 718; and contributions by the Company to its savings plan for salaried U.S. employees for Ms. Rice’s benefit. All assumptions made in the stock award valuations with respect to fiscal 2025 are contained and described in Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for fiscal 2025. The amounts shown with respect to PSUs and Cash Awards are based on achievement of the applicable performance goals at 100% achievement, which is the maximum potential achievement under the PSU awards, and excludes the effect of estimated forfeitures. For additional details on the RSUs, PSUs and Cash Awards shown, see “Narrative Disclosure to Summary Compensation Table—Long-Term Equity and Equity-Based Incentives.” Subject to Ms. Rice’s continued employment through March 15, 2027, she is eligible to receive a one-time retention bonus in the amount of $1.0 million on such date subject to the terms and conditions of her offer letter dated August 6, 2025. |

  65. SECURITY OWNERSHIP OF WW

    | (4) The shares beneficially owned by Mr. Davis are DSUs granted as director compensation that would be payable as shares of Common Stock upon the cessation of his service on the Board of Directors or a change in control of the Company. See “Director Compensation—Director Deferred Compensation Program” for additional information on the Director Deferred Compensation Program. |