Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001731122-25-000699 0001991451 XXXXXXXX LIVE 2 Common Stock, $0.01 par value per share 05/22/2025 false 0000105319 98262P101 WW INTERNATIONAL, INC. 675 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK NY 10010 Galloway Capital Partners, LLC (917) 405-4591 650 NE 2nd Avenue, 3007 Miami FL 33132 0001991451 N Galloway Capital Partners, LLC b OO N DE 0.00 2299000.00 0.00 2299000.00 2999000.00 N 2.87 OO 0000924483 N Bruce Galloway OO N FL 0.00 2999000.00 0.00 2999000.00 2999000.00 N 2.87 IN Common Stock, $0.01 par value per share WW INTERNATIONAL, INC. 675 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK NY 10010 Galloway Capital Partners, LLC & Bruce Galloway 650 NE 2nd Avenue, 3007 Miami, FL 33132 NO NO NO Florida Galloway Capital Partners, LLC acquired 2,999,000 shares of Common Stock in open market purchases from June 2024 through April 2025. The aggregate purchase price for the shares of Common Stock is approximately $.445 per share. Such shares of Common Stock were purchased with investment capital of Galloway Capital Partners, LLC and Mr. Galloway. The Reporting Persons have effectuated transactions to acquire shares of Common Stock within the past 60 days, as reflected in Schedule 1 to this Report. Other than as set forth in this Report, none of the Reporting Persons has effected any transactions in the shares of Common Stock within the past 60 days. Each Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intend to review its investment in the Issuer on a continuing basis. Each Reporting Person may from time to time acquire additional securities of the Issuer or retain or sell all or a portion of the shares then held by such Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions. Any actions any Reporting Person might undertake with respect to its investment in the Issuer may be made at any time and from time to time and will be dependent upon such Reporting Person's review of numerous factors, including, but not limited to: ongoing evaluation of the Issuer's business, financial condition, operations, prospects and strategic alternatives; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; tax considerations; liquidity of the Issuer's securities; and other factors and future developments. Each Reporting Person may consider, explore and/or develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, the Issuer's performance, operations, management, governance (including potential changes to the Board), conflicted party transactions, capital allocation policies, and strategy and plans of the Issuer. Each Reporting Person intends to engage the Board and management with respect to the matters referred to in the preceding sentence. In addition, each Reporting Person may, at any time and from time to time, (i) review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. On May 22, 2025 the Reporting Persons filed a Press Release stating they are considering legal action against the management and board of the Company after the United States Trustee has rejected its request, on behalf of itself and certain other shareholders of the Company, to appoint an official Equity Committee on behalf of all of Company's shareholders in the Company's Chapter 11 bankruptcy cases. The Company's Plan of Reorganization relating to its Chapter 11 bankruptcy, if confirmed, would result in the Company's pre-bankruptcy lenders taking 91% of the reorganized company, while existing equity is all but wiped out and unsecured creditors are paid in full. Further, shares of the reorganized company that would be issued to WW's shareholders pursuant to the Plan or Reorganization--representing only 9% of the total shares in the reorganized company--will be diluted upon the issuance of equity or equity-based awards to the Company's management and Board members under the Management Incentive Plan that has been proposed under the Plan of Reorganization. The press release dated May 22, 2025 is attached hereto. See Items 11 and 13 on the cover pages to this Schedule 13D for the aggregate number and percentage of the class of securities identified pursuant to Item 1 owned by the Reporting Person. Number of shares as to which the Reporting Persons have: i. Sole power to vote or to direct the vote: See Item 7 on cover pages to this Statement. ii. Shared power to vote or to direct the vote: See Item 8 on cover pages to this Statement. iii. Sole power to dispose or direct the disposition: See Item 9 on cover pages to this Statement. iv. Shared power to dispose or direct the disposition: See Item 10 on cover pages to this Statement. Other than as set forth in response to Item 3 above, no other transactions in the Issuer's Common Stock by the Reporting Persons were effected in the past 60 days. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons. Not applicable. Except for the relationships described above and in the responses to Items 4 and 5 herein, none of the Reporting Persons, nor, to the best of their knowledge, any persons identified in Item 2 hereof has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Issuer. Exhibit 99.1 Joint Filing Agreement Galloway Capital Partners, LLC /s/ Bruce Galloway Bruce Galloway/Managing Member 05/22/2025 Bruce Galloway /s/ Bruce Galloway Bruce Galloway 05/22/2025