Form 4: LAZARUS STEPHEN reports acquisition/exercise transactions in OSW

Rhea-AI Filing Summary

LAZARUS STEPHEN reported acquisition or exercise transactions in a Form 4 filing for OSW. The filing lists transactions totaling 94,438 shares at a weighted average price of $22.59 per share. Following the reported transactions, holdings were 391,065 shares.

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

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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).

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^*

LAZARUS STEPHEN

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CFO and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		35,026	A	(1)	450,477	D
Common Shares	02/13/2026		J		59,412(2)	D	$22.59(3)	391,065	D

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. Each Performance Stock Unit ("PSU") represents a contingent right to receive, at vesting, one common share. Upon satisfaction of performance conditions with respect to PSUs, one-third immediately settled in common shares and the remaining two-thirds will settle in two equal installments on each of December 2, 2026 and December 2, 2027, subject to continued service through such dates.

2. Represents shares mandatorily sold, pursuant to the terms of the grant, in a broker assisted cashless exercise program arranged by the Issuer to satisfy tax withholding obligations upon the receipt of common shares in connection with the vesting and settlement of RSUs and PSUs.

3. The price reported is a weighted average price. These shares, which include 59,412 shares sold in connection with a prior vesting of RSUs, were sold in multiple transactions at prices ranging from $22.01 to $22.96. The Reporting Person undertakes to provide to the Issuer, any security holders of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within this range.

	/s/ Inga Fyodorova, as Attorney-in-Fact for Stephen Lazarus	02/13/2026
	** 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 insider transactions did OSW executive Stephen Lazarus report on this Form 4?

Stephen Lazarus reported an equity award acquisition of 35,026 OnespaWorld common shares and the mandatory sale of 59,412 shares to cover tax withholding obligations related to vesting RSUs and PSUs, leaving him with 391,065 common shares directly owned.

How many OnespaWorld (OSW) shares does Stephen Lazarus own after these transactions?

After the reported Form 4 transactions, Stephen Lazarus directly owns 391,065 OnespaWorld common shares. His holdings first increased to 450,477 shares following the 35,026-share equity award before 59,412 shares were mandatorily sold to satisfy tax withholding obligations on vested RSUs and PSUs.

What is the nature of the 35,026-share acquisition reported by OSW’s President, CFO and COO?

The 35,026-share acquisition reflects an equity grant linked to performance stock units, each PSU representing a contingent right to receive one common share at vesting. Upon satisfying performance conditions, one-third settled immediately in shares, with remaining installments scheduled for December 2, 2026 and December 2, 2027, subject to continued service.

Why were 59,412 OnespaWorld (OSW) shares sold in Stephen Lazarus’s Form 4?

The 59,412 shares were mandatorily sold under a broker-assisted cashless exercise program arranged by OnespaWorld. The purpose was to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units and performance stock units, rather than a discretionary open-market sale.

At what price were the 59,412 OSW shares sold to cover tax withholding?

The 59,412 OnespaWorld shares were sold at a weighted average price of $22.59 per share. These shares were executed in multiple transactions at prices ranging from $22.01 to $22.96, with detailed trade-level information available on request from the issuer or the reporting person.

How do the performance stock units (PSUs) reported by OSW’s executive vest over time?

Each performance stock unit represents a contingent right to receive one OSW common share at vesting. Once performance conditions are met, one-third of the PSUs settles immediately in shares, while the remaining two-thirds are scheduled to settle in equal installments on December 2, 2026 and December 2, 2027, assuming continued service.