Form 4: FLUXMAN LEONARD I reports acquisition/exercise transactions in OSW

Rhea-AI Filing Summary

FLUXMAN LEONARD I reported acquisition or exercise transactions in a Form 4 filing for OSW. The filing lists transactions totaling 157,447 shares at a weighted average price of $22.59 per share. Following the reported transactions, holdings were 1,408,549 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^*

FLUXMAN LEONARD I

(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
X	Officer (give title below)		Other (specify below)
	See Remarks

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		84,062	A	(1)	1,381,934	D
Common Shares	02/13/2026		J		73,385(2)	D	$22.59(3)	1,408,549	D
Common Shares								285,338	I	By Fluxman Family Holding LLC

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 62,182 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.

Remarks:

CEO, Executive Chairman and Director

	/s/ Inga Fyodorova, as Attorney-in-Fact for Leonard Fluxman	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 transactions did OSW executive Leonard Fluxman report on this Form 4?

Leonard Fluxman reported receiving 84,062 OnespaWorld common shares from vested stock units and a mandatory sale of 73,385 shares to cover tax withholding. The filing also updates his direct and indirect ownership positions following these equity-related transactions.

How many OnespaWorld (OSW) shares did Leonard Fluxman acquire?

Fluxman acquired 84,062 OnespaWorld common shares on February 11, 2026 through the vesting and settlement of Performance Stock Units and Restricted Stock Units. One-third settled immediately, with the remaining two-thirds scheduled to settle in two future annual installments.

Why were 73,385 OnespaWorld (OSW) shares sold in this Form 4?

The 73,385 OnespaWorld shares were mandatorily sold to satisfy tax withholding obligations. The sale occurred via a broker-assisted cashless exercise program linked to the vesting and settlement of RSUs and PSUs awarded to Leonard Fluxman.

At what price were Leonard Fluxman’s OSW shares sold to cover taxes?

The shares were sold at a weighted average price of $22.59 per OnespaWorld share. Individual sale prices ranged from $22.01 to $22.96, and the reporting person offered to provide full trade details upon request to interested parties.

What is Leonard Fluxman’s OnespaWorld share ownership after these transactions?

After the reported transactions, Leonard Fluxman beneficially owns 1,408,549 OnespaWorld common shares directly. He also has indirect beneficial ownership of 285,338 common shares held through Fluxman Family Holding LLC, as disclosed in the Form 4.

How do Leonard Fluxman’s PSUs in OSW vest over time?

Each Performance Stock Unit represents a right to receive one common share at vesting. After performance conditions are met, one-third settles immediately, with the remaining two-thirds vesting in equal installments on December 2, 2026 and December 2, 2027, subject to continued service.