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OneSpaWorld Holdings (NASDAQ: OSW) awards director 8,282 restricted stock units

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Form Type
4

Rhea-AI Filing Summary

HEYER ANDREW R reported acquisition or exercise transactions in this Form 4 filing.

OneSpaWorld Holdings director Andrew R. Heyer received a grant of 8,282 restricted stock units on July 22, 2026, each representing one common share. The RSUs vest one year after the grant date, with shares delivered on the earlier of the 60th day after separation from service or immediately before a change in control. Following the grant, he directly holds 498,099 common shares, with additional indirect interests through an investment LLC, several family trusts, and securities held by his spouse, all subject to beneficial-ownership disclaimers. The disclosure indicates the grant was not made pursuant to a Rule 10b5-1 trading plan.

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Insider HEYER ANDREW R
Role Director
Type Security Shares Price Value
Grant/Award Common Shares F1 8,282 $0.00 $0.00
holding Common Shares F2 -- -- --
holding Common Shares F3 -- -- --
Holdings After Transaction: Common Shares — 498,099 shares (Direct); Common Shares — 432,145 shares (Indirect, See Footnote)
Footnotes (3)
  1. F1. 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. F2. The reported securities are directly held as follows: (i) 199,269 Common Shares are held by Heyer Investment Management, LLC; (ii) 31,219 Common Shares are held by Harris Reid Heyer Trust; (iii) 37,219 Common Shares are held by James Heyer Trust; (iv) 17,219 Common Shares are held by Peter Justin Heyer Trust; and (v) 47,219 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 Statement 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. F3. The reported securities are directly held and independently managed by Mindy Heyer, the Reporting Person's spouse. Accordingly, the Reporting Person may be deemed to beneficially own the reported securities but disclaims such beneficial ownership. This Statement 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.
RSU grant 8,282 units Restricted stock units granted to Andrew R. Heyer on July 22, 2026
Direct common shares after grant 498,099 shares Direct OneSpaWorld common share holdings reported for Andrew R. Heyer following the RSU grant
Heyer Investment Management, LLC holdings 199,269 shares Common shares held by Heyer Investment Management, LLC as referenced in a footnote
Harris Reid Heyer Trust holdings 31,219 shares Common shares held by Harris Reid Heyer Trust as described in the disclosure
James Heyer Trust holdings 37,219 shares Common shares held by James Heyer Trust as described in the disclosure
Peter Justin Heyer Trust holdings 17,219 shares Common shares held by Peter Justin Heyer Trust as described in the disclosure
William Heyer Trust holdings 47,219 shares Common shares held by William Heyer Trust as described in the disclosure
Par value of common shares $0.0001 per share Par value of OneSpaWorld common shares underlying the RSUs
restricted stock units ("RSUs") financial
"The reported transaction reflects a grant of the Issuer's restricted stock units ("RSUs")."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
change in control regulatory
"Vested Common Shares will be delivered ... immediately prior to a change in control."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
pecuniary interest financial
"disclaims such beneficial ownership, except to the extent of his pecuniary interest therein."
beneficially own regulatory
"accordingly, may be deemed to beneficially own the securities held by the foregoing"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did ONESPAWORLD HOLDINGS Ltd (OSW) report for Andrew R. Heyer?

ONESPAWORLD HOLDINGS Ltd reported that director Andrew R. Heyer received a grant of 8,282 restricted stock units representing common shares. The award was made on July 22, 2026 and reflects equity-based compensation rather than an open-market share purchase or sale.

How many OSW common shares does Andrew R. Heyer hold directly after the RSU grant?

After the RSU grant, Andrew R. Heyer is reported to hold 498,099 common shares directly. This figure excludes additional interests held indirectly through an investment LLC, several family trusts, and securities managed independently by his spouse, for which he disclaims full beneficial ownership.

What are the vesting and delivery terms of the 8,282 RSUs granted to OSW director Andrew R. Heyer?

The 8,282 RSUs granted to Andrew R. Heyer vest one year from the grant date. Vested common shares will be delivered on the earlier of the 60th day after separation from service or immediately prior to a change in control of OneSpaWorld.

How are Andrew R. Heyer’s indirect holdings in OSW structured?

Indirect OSW holdings tied to Andrew R. Heyer include 199,269 shares via Heyer Investment Management, LLC and family trusts holding 31,219, 37,219, 17,219, and 47,219 shares. Additional securities are managed by his spouse, with Heyer disclaiming beneficial ownership beyond his pecuniary interest.

Was Andrew R. Heyer’s OSW RSU grant made under a Rule 10b5-1 trading plan?

The disclosure indicates the transaction was not made pursuant to a Rule 10b5-1 trading plan, as the related affirmation box is unchecked. This characterizes the award as a compensation grant rather than pre-scheduled trading activity under an established plan.

What is the par value of OneSpaWorld common shares underlying Andrew R. Heyer’s RSUs?

The RSUs each represent one OneSpaWorld common share with a par value of $0.0001 per share. This par value is a nominal legal amount and does not reflect market price or the economic value of the equity award granted to the director.
SEC Form 4
FORM 4UNITED 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 FLORIDA 33146

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ONESPAWORLD HOLDINGS Ltd [ OSW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Shares07/22/2026A8,282(1)A$0.00498,099D
Common Shares332,145ISee Footnote(2)
Common Shares100,000ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 reported securities are directly held as follows: (i) 199,269 Common Shares are held by Heyer Investment Management, LLC; (ii) 31,219 Common Shares are held by Harris Reid Heyer Trust; (iii) 37,219 Common Shares are held by James Heyer Trust; (iv) 17,219 Common Shares are held by Peter Justin Heyer Trust; and (v) 47,219 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 Statement 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 directly held and independently managed by Mindy Heyer, the Reporting Person's spouse. Accordingly, the Reporting Person may be deemed to beneficially own the reported securities but disclaims such beneficial ownership. This Statement 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 Andrew Heyer07/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)