[Form 4] OneSpaWorld Holdings Limited Insider Trading Activity

Rhea-AI Filing Summary

Form 4 – OneSpaWorld Holdings Ltd. (OSW)

Director Andrew R. Heyer received 9,385 restricted stock units (RSUs) on 23 Jul 2025. Each RSU converts into one common share at no cost, vesting after one year; delivery occurs within 60 days of service separation or immediately before a change-in-control.

Post-grant holdings: 529,817 shares held directly; 392,145 shares held via family entities; 100,000 shares managed by his spouse, bringing total reported beneficial ownership to roughly 1.02 million shares. No shares were sold and no cash consideration was involved.

The filing reflects a routine board equity award rather than an open-market purchase or sale, offering limited near-term trading signal. Nonetheless, the absence of disposals and the director’s seven-figure stake suggest continued alignment with shareholder interests.

Positive

• No shares were sold; the director’s stake increased by 9,385 RSUs, reinforcing insider-shareholder alignment.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR – Routine RSU grant adds 9.4k shares; no sales, limited impact; sizeable 1 M-share stake shows alignment.

The 9,385-unit award represents <1.8% of Mr. Heyer’s total beneficial ownership and carries a standard one-year vest. Because no open-market transactions occurred, there is neither bullish buying nor bearish selling pressure implied. The cumulative position (≈1.02 M shares) equals roughly 1.1% of OSW’s outstanding stock, underscoring long-term engagement but not materially altering insider ownership concentration. From a governance perspective, equity-based compensation continues to tie director incentives to share performance; dilution is immaterial. I classify the filing as neutral to share-price outlook.

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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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^*

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)
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		9,385(1)	A	$0.00	529,817	D
Common Shares								392,145	I	See Footnote(2)
Common Shares								100,000	I	See Footnote(3)

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. Includes (i) 301,903 Common Shares held by Heyer Investment Management, LLC (ii) 31,219 Common Shares held by Harris Reid Heyer Trust, (iii) 37,219 Common Shares held by James Heyer Trust, (iv) 8,000 Common Shares held by Peter Justin Heyer Trust and (v) 25,000 Common Shares 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 (the foregoing entities, the "Andrew Heyer Entities"). The reporting person may be deemed to have or share beneficial ownership of the securities held by the Andrew Heyer Entities. The reporting person disclaims beneficial ownership of such 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.

3. 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	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.
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 did OSW director Andrew Heyer report in the latest Form 4?

He was granted 9,385 restricted stock units on 07/23/2025, with no shares sold.

How many OneSpaWorld shares does Andrew Heyer now own?

He directly holds 529,817 shares and indirectly controls 492,145, totaling about 1.02 million shares.

Were any cash transactions involved in the Form 4 filing?

No. The RSUs were granted at $0.00 cost; there were no purchases or sales.

When do the newly granted RSUs vest?

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

Does the filing indicate bullish or bearish insider sentiment for OSW?

It is largely neutral; the award is routine compensation and involves no open-market buying or selling.