Additional Proxy Soliciting Materials (Form DEFA14A)

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 under §240.14a-12

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Neither Mr. Davis nor Mr. Hawks had any role in the executive compensation decisions that were the subject of the prior years' Say-on-Pay votes. As part of our successful emergence from our Chapter 11 bankruptcy proceedings, the creditors at the time, some of whom are our current shareholders, selected Mr. Davis and Mr. Hawks as directors and both were appointed to the newly-constituted Compensation Committee with the support of those shareholders. Mr. Davis and Mr. Hawks were selected in recognition of their extensive experience in serving on the boards of companies emerging from corporate restructurings and knowledge of corporate governance and executive compensation practices. Mr. Davis and Mr. Hawks did not participate in any compensation decisions made prior to June 2025, including, for example, the executive retention bonuses that the prior Board and Compensation Committee approved in February 2025. Those compensation arrangements were already in place when Mr. Davis and Mr. Hawks joined the Board, and neither they, nor the newly-constituted Compensation Committee, had the power or authority to modify those arrangements. We believe it is inappropriate to hold directors accountable for decisions made before they joined the Board. We note that Glass Lewis evidently reached the same conclusion when it recommended that shareholders vote FOR both nominees, clearly recognizing that it would be unreasonable to penalize Mr. Davis and Mr. Hawks for decisions made prior to the commencement of their service.

Following the Company's emergence from bankruptcy in June 2025, the newly-constituted Compensation Committee undertook a comprehensive review and recalibration of our executive compensation program to align executive compensation with the interests of our shareholders. Since their appointment to the Compensation Committee in June 2025, Mr. Davis and Mr. Hawks, with the support of the Committee's independent compensation consultant, have overseen a thorough and extensive evaluation of the Company's executive compensation program. As part of this process, the Compensation Committee approved a special, post-emergence, long-term incentive program which predominantly consisted of the grant of performance-based equity and cash awards to executive officers. These awards were specifically designed to align with the Company's strategic plan to create shareholder value, thereby aligning executive officer compensation with the interests of the Company's shareholders. The awards will only vest upon the achievement of ambitious stock price targets. In addition, the Company's redesigned executive compensation program-which took effect in fiscal year 2026-was developed to further align executive pay with performance, reflect evolving best practices, and address concerns raised by certain post-emergence shareholders and proxy advisors in prior years. The result of this multi-month effort to align our executive compensation with the interests of our shareholders is a refreshed compensation framework that is intended to more closely align executive pay with long-term performance and shareholder returns and further enhance our compensation governance practices.

Mr. Davis and Mr. Hawks continue to provide stability, expertise and valuable leadership during an important transitional period. Both Mr. Davis and Mr. Hawks serve on the Board's previously announced ad-hoc Transition Committee, through which they are helping to oversee the Interim Office of the Chief Executive and are leading a comprehensive search for a permanent Chief Executive Officer of the Company with the experience, vision, and capabilities necessary to guide the Company into its next phase of growth. At a time when continuity of leadership is paramount, the Board believes that a vote against Mr. Davis and Mr. Hawks would undermine the very stability that WW's shareholders, employees, and members deserve.

WW has emerged from an extraordinary period of change. The compensation decisions that are the subject of the Say-on-Pay Proposal were made during an extraordinarily challenging period in WW's history-a period marked by the Company's restructuring, its emergence from bankruptcy, and significant changes in both executive and Board leadership. A new leadership team and a reconstituted Board are now charting a new path forward. And we have worked diligently to implement an executive compensation program with a focus on pay for performance that is specific to WW in order to drive shareholder value forward post-bankruptcy.