OneSpaWorld director reports 60,000-share open-market sales in August 2025

Rhea-AI Filing Summary

Andrew R. Heyer, a director of OneSpaWorld Holdings Ltd (OSW), reported open-market sales of common shares in multiple transactions on August 19 and August 21, 2025. The Form 4 shows three sales: 10,000 shares at a VWAP of $21.87, 18,711 shares at a VWAP of $21.84, and 31,289 shares at a VWAP of $21.59. After these transactions the filing lists various beneficial holdings held indirectly through entities and trusts, including 251,903 shares held by Heyer Investment Management, LLC and several smaller trust holdings; the filing also discloses 100,000 shares held indirectly by the reporting person’s spouse and independently managed. The report was signed by an attorney-in-fact for Mr. Heyer on 08/21/2025.

Positive

• Disclosure compliance: The reporting person filed a detailed Form 4 disclosing transaction dates, VWAP ranges, and the allocation of indirect holdings among entities and trusts.

Negative

• Insider sales: The reporting person sold a total of 60,000 common shares in open-market transactions on 08/19/2025 and 08/21/2025 at VWAPs in the low-$21 range, which may be viewed negatively by some investors.

Insights

Securities Analyst

TL;DR: Director executed open-market sales totaling 60,000 shares across August 19–21, 2025; holdings remain largely indirect via trusts and an investment vehicle.

The filing documents routine open-market dispositions rather than derivative exercises or transfers. Sales were executed at VWAP ranges disclosed in the footnotes: $21.85–21.89, $21.80–21.90 and $21.55–21.67 for the respective trades. The reporting person continues to be associated with significant indirect holdings through Heyer Investment Management, LLC and multiple family trusts and disclaims direct beneficial ownership of certain shares held by his spouse. For investors, these transactions are factual disclosures of insider selling activity; the filing does not state reasons for the sales nor provide additional material corporate developments.

Corporate Governance Expert

TL;DR: This is a typical Section 16 disclosure of insider sales with clear attribution of indirect holdings and disclaimers.

The Form 4 properly identifies the reporting person as a director and provides details on transaction codes, prices as VWAPs, and decomposition of indirect ownership among an investment manager and family trusts. The report includes the standard disclaimers regarding beneficial ownership. From a governance perspective, documentation appears complete and transparent; no grants, options, or other compensatory arrangements are reported on this Form 4.

Insider Trade Summary

Net Seller: 60,000 shares ($1,302,878)

Net Sell 5 txns

Insider HEYER ANDREW R

Role Director

Sold 60,000 shs ($1.30M)

Type	Security	Shares	Price	Value
Sale	Common Shares	31,289	$21.59	$676K
Sale	Common Shares	10,000	$21.87	$219K
Sale	Common Shares	18,711	$21.84	$409K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 332,145 shares (Indirect, See Footnote); Common Shares — 529,817 shares (Direct)

Footnotes (1)

1. The reported price is a volume weighted average price ("VWAP"). The reported securities were sold in open market transactions at prices ranging from $21.85 to $21.89, inclusive. The reporting person undertakes to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the number of shares sold at each price within such range. The reported price is a VWAP. The reported securities were sold in open market transactions at prices ranging from $21.80 to $21.90, inclusive. The reporting person undertakes to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the number of shares sold at each price within such range. The reported price is a VWAP. The reported securities were sold in open market transactions at prices ranging from $21.55 to $21.67, inclusive. The reporting person undertakes to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the number of shares sold at each price within such range. After giving effect to all the transactions reported on this Statement, the reported securities are owned as follows: (i) 251,903 Common Shares are held by Heyer Investment Management, LLC (ii) 31,219 Common Shares are held by Harris Reid Heyer Trust, (iii) 27,219 Common Shares are held by James Heyer Trust, (iv) 8,000 Common Shares are held by Peter Justin Heyer Trust and (v) 25,000 Common Shares are held by William Heyer Trust. The reporting person is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust, and (ii) the managing member of Heyer Investment Management, LLC, and, accordingly may be deemed to beneficially own the securities held by the foregoing, but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. 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. The reported securities are held and independently managed by Mindy Heyer, the reporting person's spouse. The reporting person disclaims beneficial ownership of such securities.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HEYER ANDREW R

(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)
08/19/2025

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								529,817	D
Common Shares	08/19/2025		S		10,000	D	$21.87(1)	382,145	I	See Footnote(4)
Common Shares	08/19/2025		S		18,711	D	$21.84(2)	363,434	I	See Footnote(4)
Common Shares	08/21/2025		S		31,289	D	$21.59(3)	332,145	I	See Footnote(4)
Common Shares								100,000	I	See Footnote(5)

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 price is a volume weighted average price ("VWAP"). The reported securities were sold in open market transactions at prices ranging from $21.85 to $21.89, inclusive. The reporting person undertakes to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the number of shares sold at each price within such range.

2. The reported price is a VWAP. The reported securities were sold in open market transactions at prices ranging from $21.80 to $21.90, inclusive. The reporting person undertakes to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the number of shares sold at each price within such range.

3. The reported price is a VWAP. The reported securities were sold in open market transactions at prices ranging from $21.55 to $21.67, inclusive. The reporting person undertakes to provide to the SEC, the Issuer or any stockholder of the Issuer, upon request, the number of shares sold at each price within such range.

4. After giving effect to all the transactions reported on this Statement, the reported securities are owned as follows: (i) 251,903 Common Shares are held by Heyer Investment Management, LLC (ii) 31,219 Common Shares are held by Harris Reid Heyer Trust, (iii) 27,219 Common Shares are held by James Heyer Trust, (iv) 8,000 Common Shares are held by Peter Justin Heyer Trust and (v) 25,000 Common Shares are held by William Heyer Trust. The reporting person is (i) a trustee of each of Harris Reid Heyer Trust, James Heyer Trust, Peter Justin Heyer Trust, and William Heyer Trust, and (ii) the managing member of Heyer Investment Management, LLC, and, accordingly may be deemed to beneficially own the securities held by the foregoing, but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. 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.

5. The reported securities are held and independently managed by Mindy Heyer, the reporting person's spouse. The reporting person disclaims beneficial ownership of such securities.

	/s/ Inga Fyodorova, as Attorney-in-Fact for Andrew Heyer	08/21/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Andrew R. Heyer report on the Form 4 for OSW?

He reported three open-market sales: 10,000 shares on 08/19/2025 at VWAP $21.87, 18,711 shares on 08/19/2025 at VWAP $21.84, and 31,289 shares on 08/21/2025 at VWAP $21.59.

How many shares were sold in total according to this Form 4 (OSW)?

Total sold: 60,000 shares across the reported transactions.

What indirect holdings does the filing disclose for the reporting person?

Indirect holdings include 251,903 shares held by Heyer Investment Management, LLC and additional amounts held by four family trusts (31,219; 27,219; 8,000; and 25,000 shares respectively), plus 100,000 shares held and managed by the reporting person’s spouse.

Were the sale prices fixed or reported as ranges?

Prices were reported as VWAPs with ranges and footnotes disclose the inclusive price ranges for the shares sold in each transaction.

Does the Form 4 disclose the reason for the sales?

No. The filing shows open-market sales but does not state a reason or whether the sales were made pursuant to a pre-existing trading plan.