[Form 4] OneSpaWorld Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

OneSpaWorld Holdings Ltd. (OSW) Form 4 filing: On 07/23/2025, director Jeffrey E. Stiefler was granted 10,516 restricted stock units (RSUs) at no cost. Each RSU converts 1-for-1 into a common share and vests one year from the grant date; delivery occurs the earlier of 60 days post-service separation or immediately before a change in control.

Following the award, Stiefler’s direct holdings rise to 119,588 common shares. He also controls 73,928 shares indirectly through the Stiefler Trust, bringing his aggregate beneficial stake to 193,516 shares. The filing records the transaction with code “A” (acquisition) and shows no dispositions or option activity.

The transaction is routine director compensation, modest relative to OSW’s float, yet it slightly increases insider alignment without creating selling pressure or cash outflow.

Positive

• Director increased his direct ownership by 10,516 shares, modestly strengthening insider alignment with shareholders.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU grant; small but positive signal of continued director alignment, immaterial to valuation.

The 10,516-share RSU grant represents <0.1% of OSW’s outstanding shares, so the direct financial impact is negligible. However, insider acquisitions—especially by non-executive directors—can indicate confidence and strengthen governance alignment. No sales were disclosed, eliminating near-term supply concerns. Investors should note the one-year vest and deferred delivery, which stagger potential dilution. Overall impact: neutral to mildly positive.

Corporate Governance Expert

TL;DR: Standard equity compensation; supports pay-for-performance structure, no red flags.

The RSU award follows typical board compensation practice, reinforcing long-term incentives tied to share performance. Stiefler’s total beneficial ownership of 193,516 shares aligns his interests with shareholders. The trust disclosure maintains transparency, and the attorney-in-fact signature is compliant. No governance concerns identified.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STIEFLER JEFFREY E

(Last) (First) (Middle)

770 SOUTH DIXIE HIGHWAY, SUITE 200

(Street)

CORAL GABLES FL 33146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/23/2025		A		10,516(1)	A	$0.00	119,588	D
Common Shares								73,928	I	By Stiefler Trust U/T/D 5/31/07(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction reflects a grant of the Issuer's restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one common share, par value $0.0001 per share, of the Issuer (the "Common Shares"). The RSUs vest one year from the grant date. Vested Common Shares will be delivered to the reporting person on the earlier of the 60th day from separation from service and immediately prior to a change in control.

2. The reporting person is the trustee of Stiefler Trust and has voting and dispositive power over the securities held by it. Accordingly, the reporting person may be deemed to have or share beneficial ownership of such securities. The reporting person disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Inga Fyodorova, as Attorney-in-Fact for Jeffrey E. Stiefler	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many OneSpaWorld (OSW) shares did director Jeffrey Stiefler acquire?

He received 10,516 restricted stock units, each convertible into one common share.

What is the vesting schedule for the OSW RSUs granted to Stiefler?

The RSUs vest one year after the 07/23/2025 grant date.

What is Jeffrey Stiefler’s total OSW ownership after the transaction?

He now beneficially owns 119,588 shares directly and 73,928 shares indirectly, totaling 193,516 shares.

Did the director pay for the RSUs?

No. The RSUs were granted at $0.00 per share as part of director compensation.

When will the vested shares be delivered to Stiefler?

Delivery occurs on the earlier of 60 days after service separation or immediately before a change in control.

Was this filing a purchase or a sale of OSW shares?

It was an acquisition (code “A”); no shares were sold.