Background Background: Women with HIV (WWH) are at elevated risk for cardiovascular disease (CVD) compared to men with HIV. Lifestyle interventions, like the Diabetes Prevention Program (DPP), may reduce CVD risk, but most fail to address barriers to healthy behaviors facing WWH. Objective Objective: To inform the adaptation of the DPP for midlife WWH, pilot the modified intervention, and assess feasibility, acceptability, and implementation barriers. Methods Methods: Interviews were conducted with cisgender, English-speaking WWH ages 40–59 to assess intervention preferences. The adapted DPP was piloted and evaluated. CVD knowledge, CVD risk perception, quality of life, and physical activity were assessed pre- and post-intervention. Results Results: Eighteen WWH completed interviews. Adaptations included reducing the number of sessions and adding HIV, CVD, stress, aging, menopause, and smoking content. Of 14 women contacted for the pilot, seven completed a baseline, five attended group sessions, and five completed a post-treatment assessment. Attendance barriers included transportation access and costs. Satisfaction was moderate; informal exit interviews indicated that women would recommend the program. CVD knowledge, perceived risk, and physical activity increased, and fatigue and mental health improved. Content on nutrition, aging, HIV, and stress was seen as most useful; suggested changes included group exercises and additional content on recipes, HIV management, and aging. Conclusions Conclusions: Midlife WWH reported benefits from our adapted intervention. Increases in CVD knowledge and perceived CVD risk suggest improved awareness of the impact of lifestyle behaviors. Retention was adequate; socioeconomic barriers were common. Intervention feasibility and acceptability may be improved via remote access and further content customization.