UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.14a-12 WW INTERNATIONAL, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: This Schedule 14A filing consists of the following communications relating to WW International, Inc.’s fourth quarter and full year fiscal 2019 earnings conference call. (i) Fourth Quarter and Full Year Fiscal 2019 Financial Results. (ii) Transcript of WW International, Inc.’s earnings call held on February 25, 2020. (iii) Supplemental Investor Materials and Q4 2019 Infographic posted on WW International, Inc.’s website on February 25, 2020. (iv) Current Report on Form 8-K of WW International, Inc. as filed on February 26, 2020. The communications listed in (i) through (iii) above were first used or made available on February 25, 2020. The communication listed in (iv) above was first used or made available on February 26, 2020. WW INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) UNAUDITED December 28, December 29, 2019 2018 ASSETS Cash and cash equivalents $ 182,736 $ 236,974 Other current assets 112,654 129,450 TOTAL CURRENT ASSETS 295,390 366,424 Property and equipment, net 54,066 52,202 Operating lease assets 151,983 — Goodwill, franchise rights and other intangible assets, net 970,392 960,815 Other assets 26,483 35,100 TOTAL ASSETS $ 1,498,314 $ 1,414,541 LIABILITIES AND TOTAL DEFICIT Portion of long-term debt due within one year $ 96,250 $ 77,000 Portion of operating lease liabilities due within one year 33,236 — Other current liabilities 264,584 264,316 TOTAL CURRENT LIABILITIES 394,070 341,316 Long-term debt 1,479,920 1,669,708 Long-term operating lease liabilities 128,464 — Deferred income taxes, other 177,681 208,547 TOTAL LIABILITIES $ 2,180,135 $ 2,219,571 Redeemable noncontrolling interest 3,722 3,913 Shareholders’ deficit (685,543) (808,943) TOTAL LIABILITIES AND TOTAL DEFICIT $ 1,498,314 $ 1,414,541 WW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF NET INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) UNAUDITED Three Months Ended December 28, December 29, 2019 2018 Service revenues, net (1) $ 288,731 $ 288,834 Product sales and other, net (2) 43,852 41,552 Revenues, net 332,583 330,386 Cost of services (3) 129,454 118,181 Cost of product sales and other 27,978 26,985 Cost of revenues 157,432 145,166 Gross profit 175,151 185,220 Marketing expenses 43,455 36,464 Selling, general and administrative expenses 65,810 68,409 Operating income 65,886 80,347 Interest expense 32,222 35,108 Other expense, net (443) 600 Income before income taxes 34,107 44,639 Provision for income taxes 4,679 912 Net income 29,428 43,727 Net (income) loss attributable to the noncontrolling interest (45) 58 Net income attributable to WW International, Inc. $ 29,383 $ 43,785 Earnings Per Share attributable to WW International, Inc. Basic $ 0.44 $ 0.65 Diluted $ 0.42 $ 0.63 Weighted average common shares outstanding: Basic 67,365 66,895 Diluted 70,018 69,942 Note: Totals may not sum due to rounding. (1) Consists of net “Digital Subscription Revenues” and net “Studio + Digital Fees”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, including the Personal Coaching + Digital product. “Studio + Digital Fees” consist of the fees associated with the Company’s subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. (2) Consists of sales of consumer products in workshops, via e-commerce, and through several trusted retail partners, revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on the Company’s websites and sales from the By Mail product, other revenues, and franchise fees with respect to commitment plans and royalties. (3) Consists of cost of revenues and operating expenses for the Company’s Digital and Studio + Digital services. WW INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF NET INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) UNAUDITED Twelve Months Ended December 28, December 29, 2019 2018 Service revenues, net (1) $ 1,207,266 $ 1,273,196 Product sales and other, net (2) 206,071 240,925 Revenues, net 1,413,337 1,514,121 Cost of services (3) 502,907 508,477 Cost of product sales and other 123,748 139,234 Cost of revenues 626,655 647,711 Gross profit 786,682 866,410 Marketing expenses 243,998 226,319 Selling, general and administrative expenses 254,699 251,106 Operating income 287,985 388,985 Interest expense 135,267 142,346 Other expense, net 1,758 2,578 Income before income taxes 150,960 244,061 Provision for income taxes 31,513 20,493 Net income 119,447 223,568 Net loss attributable to the noncontrolling interest 169 181 Net income attributable to WW International, Inc. $ 119,616 $ 223,749 Earnings Per Share attributable to WW International, Inc. Basic $ 1.78 $ 3.38 Diluted $ 1.72 $ 3.19 Weighted average common shares outstanding: Basic 67,188 66,280 Diluted 69,550 70,115 Note: Totals may not sum due to rounding. (1) Consists of net “Digital Subscription Revenues” and net “Studio + Digital Fees”. “Digital Subscription Revenues” consist of the fees associated with subscriptions for the Company’s Digital offerings, including the Personal Coaching + Digital product. “Studio + Digital Fees” consist of the fees associated with the Company’s subscription plans for combined workshops and digital offerings and other payment arrangements for access to workshops. (2) Consists of sales of consumer products in workshops, via e-commerce, and through several trusted retail partners, revenues from licensing, magazine subscriptions, publishing and third-party advertising in publications and on the Company’s websites and sales from the By Mail product, other revenues, and franchise fees with respect to commitment plans and royalties. (3) Consists of cost of revenues and operating expenses for the Company’s Digital and Studio + Digital services. WW INTERNATIONAL, INC. AND SUBSIDIARIES OPERATIONAL STATISTICS (IN THOUSANDS, EXCEPT PERCENTAGES) UNAUDITED Three Months Ended December 28, December 29, 2019 2018 Variance Digital Paid Weeks (1) North America 24,800 22,174 11.8% CE 11,138 9,637 15.6% UK 2,544 2,112 20.4% Other (2) 817 729 12.1% Total Digital Paid Weeks 39,299 34,652 13.4% Studio + Digital Paid Weeks (1) North America 11,892 13,182 (9.8%) CE 2,685 2,878 (6.7%) UK 2,494 2,507 (0.5%) Other (2) 548 622 (11.8%) Total Studio + Digital Paid Weeks 17,619 19,189 (8.2%) Total Paid Weeks (1) North America 36,692 35,356 3.8% CE 13,822 12,515 10.4% UK 5,038 4,619 9.1% Other (2) 1,366 1,351 1.1% Total Paid Weeks 56,918 53,841 5.7% End of Period Digital Subscribers (3) North America 1,871 1,648 13.5% CE 863 730 18.2% UK 190 160 18.5% Other (2) 61 56 11.0% Total End of Period Digital Subscribers 2,985 2,594 15.1% End of Period Studio + Digital Subscribers (3) North America 852 910 (6.4%) CE 197 210 (6.4%) UK 172 174 (1.0%) Other (2) 40 44 (9.5%) Total End of Period Studio + Digital Subscribers 1,260 1,338 (5.8%) Total End of Period Subscribers (3) North America 2,722 2,558 6.4% CE 1,060 940 12.7% UK 361 334 8.3% Other (2) 102 100 1.8% Total End of Period Subscribers 4,245 3,932 8.0% Note: Totals may not sum due to rounding. (1) The “Paid Weeks” metric reports paid weeks by WW customers in Company-owned operations for a given period as follows: (i) “Digital Paid Weeks” is the total paid subscription weeks for the Company’s digital subscription products (including Personal Coaching + Digital); (ii) “Studio + Digital Paid Weeks” is the sum of total paid commitment plan weeks which include workshops and digital offerings and total “pay-as-you-go” weeks; and (iii) “Total Paid Weeks” is the sum of Digital Paid Weeks and Studio + Digital Paid Weeks.