Form 8-K

8-K — ONESPAWORLD HOLDINGS Ltd

Accession: 0001193125-26-435063

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001758488

SIC: 7997 (SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — osw-20261028.htm (Primary)

EX-99.1 (osw-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: osw-20261028.htm · Sequence: 1

8-K

False000175848800-000000000017584882026-10-282026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2026

OneSpaWorld Holdings Limited

(Exact name of registrant as specified in its charter)

Commonwealth of The Bahamas

001-38843

Not Applicable

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Harry B. Sands, Lobosky Management Co. Ltd.

Office Number 2

Pineapple Business Park

Airport Industrial Park

P.O. Box N-624

Nassau, Island of New Providence, Commonwealth of The Bahamas

(Address of principal executive offices)

Tel: (242) 322-2670

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares, par value (U.S.)

$0.0001 per share

OSW

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On October 28, 2026, OneSpaWorld Holdings Limited (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1, is intended to be furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release issued by OneSpaWorld Holdings Limited on October 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OneSpaWorld Holdings Limited

Date: October 28, 2026

By:

/s/ Stephen B. Lazarus

Stephen B. Lazarus

President, Chief Financial Officer and Chief Operating Officer

EX-99.1

Filename: osw-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

OneSpaWorld Reports Record Third Quarter Fiscal 2026 Results

Total Revenues of $276.5 Million, Net Income of $28.2 Million and Adjusted EBITDA of $39.2 Million

Increases Fiscal 2026 Guidance to $1.033 to $1.038 Billion in Total Revenues and $138.0 to $140.0 Million in Adjusted EBITDA

Board Approves a New $100 Million Share Repurchase Program and a 25% Increase in Quarterly Dividend to $0.0625 Per Share

Nassau, Bahamas, October 28, 2026 - OneSpaWorld Holdings Limited (NASDAQ: OSW) (“OneSpaWorld,” or the “Company”), the pre-eminent global provider of health, wellness and aesthetic services, products and experiences for guests on-board cruise ships and in destination resorts around the world, today announced its financial results for the third quarter and first nine months of fiscal 2026 ended September 30, 2026.

Leonard Fluxman, Executive Chairman and Chief Executive Officer, commented: “We delivered excellent third quarter performance, reporting results that surpassed our guidance and marking our 22nd consecutive record quarter of year-over-year growth in Total revenues and Adjusted EBITDA. Our sustained momentum reflects the durability of our business model, the successful execution of our strategy and our unwavering commitment to deliver memorable experiences for guests of our health and wellness centers at sea and on land. Our Board’s approval of a new $100 million share repurchase program, together with a 25% increase in our quarterly dividend, demonstrates the power of our asset-light operations to generate consistently strong and growing free cash flow; enabling us to create significant value for our shareholders. I want to thank our outstanding global team for their continuing commitment to delivering our strong performance.”

Mr. Fluxman continued: “Our performance was broad-based, with gains across all key operating metrics, most notably maritime pre-booking revenue, average guest spend, service frequency and guest penetration. We also set the stage for further expansion by entering into new agreements with Azamara Cruises and Silversea Cruises. These agreements extend our long-term partnerships with these brands and enable us to enhance and elevate spa facilities to broaden and innovate the range of services, products and experiences we offer to cruise line guests. We begin the final quarter of the year strongly positioned and expect the focused execution of our strategy to give us our fourth consecutive year of record results in fiscal 2026.”

Stephen Lazarus, President, Chief Financial Officer and Chief Operating Officer, added: “I am pleased to report continued strength in the third quarter, which saw Total revenues increase 7% and Adjusted EBITDA increase 12%. Ongoing innovation in our guest services and products and our collaboration with our cruise line and destination resort partners serve to further bolster our competitive position and drive our consistent growth. We also continued to implement and integrate AI technology to drive operational efficiencies and profitable growth.”

Mr. Lazarus noted further, “We continued to execute our balanced capital allocation strategy, leveraging our strong cash flow generation and our positive outlook, to return $42.3 million to shareholders in the third quarter, including $37.2 million attributable to the repurchase of approximately 1.4 million common shares and $5.1 million via our quarterly dividend. In addition, we repaid $11.3 million of our Term Loan Facility in the third quarter. We ended the quarter with $32.1 million in cash, $80.9 million in total liquidity, and Total debt, net of deferred financing costs, of $70.5 million. Since initiating our share repurchase program in April 2025, we have repurchased approximately 3.2 million common shares, completing the authorized repurchase of $75 million of our common shares.”

Mr. Lazarus concluded, “With our strong year-to-date performance and continuing momentum into the fourth quarter, we have raised our fiscal year 2026 guidance. We now expect fiscal 2026 Total revenues to increase 10% and Adjusted EBITDA to increase 13% at the midpoints of our guidance ranges, compared with actual fiscal 2025 results, excluding exited and reorganized operations. Additionally, our Board has approved a new $100 million share repurchase program and a 25% increase to our quarterly dividend.”

Third Quarter 2026 Highlights:

We reported record Total revenues, Income from operations, Net income and Adjusted EBITDA.

•

Total revenues increased 7% to a record $276.5 million compared to $258.5 million in the third quarter of 2025, which included $0.9 million and $1.5 million, respectively, attributable to the Company’s Asia resorts business in the process of being exited.

•

Income from operations increased 14% to a record $30.0 million compared to $26.3 million in the third quarter of 2025.

•

Net income increased 16% to a record $28.2 million compared to $24.3 million in the third quarter of 2025.

•

Adjusted EBITDA increased 12% to a record $39.2 million compared to $35.0 million in the third quarter of 2025.

Operating Network Update:

•

Cruise Ship Count: The Company ended the third quarter with health and wellness centers on 207 ships with an average ship count of 206 for the quarter, compared with 204 ships and an average ship count of 199 ships for the third quarter of 2025.

•

Destination Resort Count: The Company ended the third quarter with 23 destination resort health and wellness centers with an average destination resort count of 23 for the quarter, compared with 49 destination resort health and wellness centers and an

average destination resort count of 50 for the third quarter of 2025, of which 11 and 34, respectively, were attributable to our Asia resorts business in the process of being exited, which subsequent to quarter end was completed.

•

Staff Count: The Company ended the third quarter with 4,645 cruise ship personnel on vessels, compared with 4,466 cruise ship personnel on vessels at the end of the third quarter of 2025.

Liquidity Update:

•

Cash totaled $32.1 million and liquidity, including availability under the Company’s undrawn credit facility, totaled $80.9 million at September 30, 2026.

The Company’s results are reported in this press release on a GAAP basis and on an as adjusted non-GAAP basis. A reconciliation of GAAP to non-GAAP financial information is provided at the end of this press release. This press release also refers to Adjusted EBITDA and Adjusted net income (non-GAAP financial measures), the terms which are defined and reconciled below.

Third Quarter Ended September 30, 2026 Compared to September 30, 2025

•

Total revenues increased 7% to $276.5 million compared to $258.5 million in the third quarter of 2025, driven by a 3.3% increase in average guest spend, fleet expansion due to 2026 vessel newbuilds, and higher volumes, primarily due to a 1.8% increase in revenue days net of 2026 fleet expansion and an increase in guest count, contributing $8.2 million, $7.0 million and $4.3 million, respectively, of the increase in Total revenues for the period. Contributing to the increased volume and spend was $6.9 million in increased pre-booked revenues at health and wellness centers included in our ship count as of September 30, 2026. Growth in our maritime Total revenues was partially offset by a $1.4 million decrease in our destination resorts Total revenues, partially due to the closure of hotels where we had previously operated. The decrease in Product revenues was driven by the previously announced reorganization of operations in the United Kingdom and Italy, which decreased Product revenues by $1.3 million.

•

Cost of services increased $12.2 million, attributable to the $18.3 million increase in Service revenues compared to the third quarter of 2025.

•

Cost of products decreased $0.3 million, primarily attributable to the decrease in Product revenues compared to the third quarter of 2025.

•

Administrative expenses were $7.0 million compared to $4.6 million in the third quarter of 2025. The increase was primarily due to $2.1 million in third-party fees for certain management and logistics services as a result of our previously announced reorganization of operations in the United Kingdom and Italy, pursuant to which services previously performed internally by Company staff and related costs have shifted from Salaries, benefits and payroll taxes to Administrative.

•

Salaries, benefits and payroll taxes were $8.7 million, compared to $8.4 million in the third quarter of 2025. The increase was primarily due to annual merit increases and higher incentive-based compensation after giving effect to the reorganization of operations in the United Kingdom and Italy noted above.

•

Net income was $28.2 million, or Net income per diluted share of $0.28, as compared to Net income of $24.3 million, or Net income per diluted share of $0.23, for the third quarter of 2025. The increase was attributable primarily to a $3.6 million increase in Income from operations and a $0.2 million decrease in Interest expense, net. The decrease in Interest expense, net, was primarily attributable to lower debt balances.

•

Adjusted net income was $34.8 million, or Adjusted net income per diluted share of $0.34, as compared to Adjusted net income of $30.7 million, or Adjusted net income per diluted share of $0.30, in the third quarter of 2025.

•

Adjusted EBITDA was $39.2 million compared to Adjusted EBITDA of $35.0 million in the third quarter of 2025.

Year-to-date September 30, 2026 Compared to September 30, 2025

•

Total revenues increased 9% to $785.4 million compared to $718.9 million for the nine months ended September 30, 2025, driven by a 1.9% increase in average guest spend, fleet expansion due to 2026 vessel newbuilds, and higher volumes, primarily due to a 3.0% increase in revenue days net of 2026 fleet expansion and an increase in guest count, contributing $15.9 million, $13.0 million and $41.9 million, respectively, of the increase in Total revenues for the period. Contributing to the increased volume and spend was $17.0 million in increased pre-booked revenues at health and wellness centers included in our ship count as of September 30, 2026. Growth in our maritime Total revenues was partially offset by a $3.9 million decrease in our destination resorts Total revenues, partially due to the closure of hotels where we had previously operated.

•

Cost of services increased $48.0 million, attributable to the $64.5 million increase in Service revenues compared to the nine months ended September 30, 2025.

•

Cost of products increased $2.0 million, primarily attributable to the increase in Product revenues compared to the nine months ended September 30, 2025.

•

Administrative expenses were $20.3 million compared to $13.2 million in the nine months ended September 30, 2025. The increase was primarily due to $6.0 million in third-party fees for certain management and logistics services as a result of our previously announced reorganization of operations in the United Kingdom and Italy, pursuant to which services previously performed internally by Company staff and related costs have shifted from Salaries, benefits and payroll taxes to Administrative.

•

Salaries, benefits and payroll taxes were $25.9 million, compared to $28.2 million in the nine months ended September 30, 2025. The decrease was primarily attributable to the non-recurrence of $2.5 million in separation-related severance expenses incurred during the first quarter of 2025 associated with the termination of employment of the Company’s former Chief Commercial Officer. The variance also reflects a reduction in internal personnel costs in the first nine months of 2026 attributable to our previously announced reorganization of operations in the United Kingdom and Italy, partially offset by annual merit increases and higher incentive-based compensation.

•

Net income was $72.8 million, or Net income per diluted share of $0.71, as compared to Net income of $59.6 million, or Net income per diluted share of $0.57 in the nine months ended September 30, 2025. The increase was primarily attributable to a $12.1 million increase in Income from operations, including the non-recurrence of $2.5 million of severance expense recorded in the first quarter of 2025, a $0.7 million decrease in Income tax expense, and a $0.5 million decrease in Interest expense, net. The decrease in Interest expense, net, was primarily attributable to lower debt balances and lower effective interest rates.

•

Adjusted net income was $92.6 million, or Adjusted net income per diluted share of $0.91, compared to Adjusted net income of $79.9 million, or Adjusted net income per diluted share of $0.77, in the nine months ended September 30, 2025.

•

Adjusted EBITDA was $105.8 million compared to Adjusted EBITDA of $92.0 million in the nine months ended September 30, 2025.

Balance Sheet and Cash Flow Highlights

•

Cash at September 30, 2026 was $32.1 million, after giving effect to repurchasing $37.5 million of our common shares, paying $15.2 million in quarterly dividends, and repaying $13.8 million of debt during the nine months ended September 30, 2026.

•

Total debt, net of deferred financing costs, was $70.5 million at September 30, 2026.

Dividend Announcement

The Company announced today that the Board of Directors approved a quarterly dividend payment of $0.0625 per common share payable on December 2, 2026 to shareholders of record as of the close of business on November 18, 2026.

Share Repurchase Program

During the third quarter of fiscal 2026, the Company repurchased 1,412,574 of its common shares, returning $37.2 million to its shareholders. As of September 30, 2026, the Company had repurchased the full $75.0 million authorized under the 2025 Share Repurchase Program, and no amount remained available for future repurchases.

On October 20, 2026, the Board of Directors approved a new share repurchase program authorizing the Company to repurchase up to $100 million of its common shares. The share repurchases will be funded through the Company’s available surplus cash and may be made from time to time in the open market, including through Rule 10b5-1 plans, in privately negotiated transactions, through block purchases, or otherwise, in accordance with applicable securities laws. The share repurchase program may be suspended, modified, or discontinued at any time, and the Company has no obligation to repurchase any specific value or number of its common shares under the program.

Q4 2026 and Fiscal Year 2026 Guidance

Three Months Ended December 31, 2026

Year Ended December 31, 2026 (2)

Total revenues (1)

248-253 million

1.033-1.038 billion

Adjusted EBITDA

32-34 million

138-140 million

(1) Total revenues for the three months ended December 31, 2025 and the Fiscal Year ended December 31, 2025 include $5.7 million and $23.0 million, respectively, related to the reorganization of operations in the United Kingdom and Italy and the exit of destination resorts operations in Asia.

(2) The Company’s fiscal year 2026 guidance for the year ended December 31, 2026 as presented above compares to its previous guidance for Total revenues of $1.018 to $1.038 billion and Adjusted EBITDA of $130.0 to $140.0 million provided with second quarter 2026 results issued on July 29, 2026.

Conference Call Details

A conference call to discuss the third quarter 2026 financial results is scheduled for Wednesday, October 28, 2026, at 10:00 a.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial 1-877-407-0784 (international callers please dial 1-201-689-8560) and provide the passcode 13763321 approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at https://onespaworld.com/investor-relations. A replay of the call will be available by dialing 844-512-2921 (international callers please dial 412-317-6671) and entering the passcode 13763321. The conference call replay will be available from 2:00 p.m. Eastern Time on Wednesday, October 28, 2026 until 11:59 p.m. Eastern Time on Wednesday, November 4, 2026. The webcast replay will remain available for 90 days.

About OneSpaWorld

Headquartered in Nassau, Bahamas, OneSpaWorld is one of the largest health and wellness services companies in the world. OneSpaWorld’s distinguished health and wellness centers offer guests a comprehensive suite of premium health, wellness, aesthetics and fitness services, treatments, and products, currently on-board 208 cruise ships and at 12 destination resorts around the world. OneSpaWorld holds the leading market position within the cruise industry segment of the international leisure market, which it has earned over six decades based on its exceptional service; expansive global recruitment, training and logistics platforms; irreplicable operating infrastructure; powerful team; and product innovation, delivering tens of millions of extraordinary guest experiences and outstanding service to its cruise line and destination resort partners.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences include, but are not limited to: the demand for the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in consumer preferences or the market for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer, and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports) filed with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication.

Non-GAAP Financial Measures

We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles (“GAAP”). Please see “Note Regarding Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information and a reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures.

ONESPAWORLD HOLDINGS LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

Inc/(Dec)

2026

2025

Inc/(Dec)

REVENUES:

Service revenues

226,378

208,042

18,336

644,449

579,919

64,530

Product revenues

50,154

50,476

(322

)

140,960

138,955

2,005

Total revenues

276,532

258,518

18,014

785,409

718,874

66,535

COST OF REVENUES AND OPERATING EXPENSES:

Cost of services

184,263

172,077

12,186

529,470

481,481

47,989

Cost of products

42,568

42,858

(290

)

120,168

118,139

2,029

Administrative

6,952

4,568

2,384

20,344

13,191

7,153

Salaries, benefits and payroll taxes

8,720

8,402

318

25,889

28,218

(2,329

)

Amortization of intangible assets

4,079

4,131

(52

)

12,211

12,399

(188

)

Long-lived assets impairment

—

180

(180

)

(100

—

180

(180

)

(100

Total cost of revenues and

operating expenses

246,582

232,216

14,366

708,082

653,608

54,474

Income from operations

29,950

26,302

3,648

77,327

65,266

12,061

INTEREST EXPENSE, NET

(1,179

)

(1,379

)

200

(3,418

)

(3,921

)

503

Income before income tax expense

28,771

24,923

3,848

73,909

61,345

12,564

INCOME TAX EXPENSE

530

578

(48

)

1,123

1,789

(666

)

(37

NET INCOME

28,241

24,345

3,896

72,786

59,556

13,230

NET INCOME PER SHARE

Basic

0.28

0.24

0.71

0.57

Diluted

0.28

0.23

0.71

0.57

WEIGHTED-AVERAGE SHARES OUTSTANDING

Basic

101,416

103,156

101,814

103,651

Diluted

101,864

103,618

102,216

104,100

Forecasted

Q4 2026

FY 2026

Period End Ship Count

210

Average Ship Count (1)

202

203

Period End Resort Count

Average Resort Count (3)

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Selected Statistics

Period End Ship Count

207

204

207

204

Average Ship Count (1)

206

199

203

195

Average Weekly Revenue Per Ship

99,965

95,675

96,203

91,014

Average Revenue Per Shipboard Staff Per Day

639

622

620

598

Revenue Days (2)

18,921

18,338

55,456

53,165

Period End Resort Count

Average Resort Count (3)

Average Weekly Revenue Per Resort

18,511

10,794

17,737

12,998

Capital Expenditures (in thousands)

2,179

5,598

8,810

10,024

(1) Average Ship Count reflects the fact that during the period ships were in and out of service and is calculated by adding the total number of days that each of the ships generated revenue during the period, divided by the number of calendar days during the period.

(2) Revenue Days reflects a day on which the health and wellness centers are open on-board a revenue generating cruise with passengers.

(3) Average Resort Count reflects the fact that during the period destination resort health and wellness centers were in and out of service and is calculated by adding the total number of days that each destination resort health and wellness center generated revenue during the period, divided by the number of calendar days during the period.

Note Regarding Non-GAAP Financial Information

This press release includes financial measures that are not calculated in accordance with GAAP, including Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA.

We define Adjusted net income as Net income, adjusted for items, including Amortization of intangible assets; Long-lived assets impairment; and Stock-based compensation. Adjusted net income per diluted share is defined as Adjusted net income divided by Diluted weighted average shares outstanding during the period, as if such shares had been outstanding during the entire three and nine month periods ended September 30, 2026 and 2025.

We define Adjusted EBITDA as Net income adjusted for items, including Income tax expense; Interest expense, net; Depreciation and amortization; Long-lived assets impairment; and Stock-based compensation as set forth below.

We believe that these non-GAAP measures, when reviewed in conjunction with GAAP financial measures, and not in isolation or as substitutes for analysis of our results of operations under GAAP, are useful to investors as they are widely used measures of performance and the adjustments we make to these non-GAAP measures provide investors further insight into our profitability and additional perspectives in comparing our performance to other companies and in comparing our performance over time on a consistent basis.

These non-GAAP measures have limitations as profitability measures. Adjusted EBITDA does not include total amounts for interest expense, net on our debt and provision for income taxes, and does not reflect the effect of our expenditures for capital assets and certain intangible assets. Adjusted net income and Adjusted net income per diluted share do not reflect the effect of our expenditures for certain intangible assets. In addition, all of these non-GAAP measures do not include the effect of non-cash stock-based compensation expense or non-cash long-lived assets impairment charges. Because of these limitations, the Company relies primarily on its GAAP results.

In the future, we may incur expenses similar to those for which adjustments are made in calculating these non-GAAP measures. Our presentation of Adjusted net income, Adjusted net income per diluted share and Adjusted EBITDA should not be construed as a basis to infer that our future results will be unaffected by extraordinary, unusual, or nonrecurring items.

Reconciliation of GAAP to Non-GAAP Financial Information

The following table reconciles Net income to Adjusted net income for the third quarters and year-to-date periods ended September 30, 2026 and 2025 and Adjusted net income per diluted share for the third quarters and year-to-date periods ended September 30, 2026 and 2025 (amounts in thousands, except per share amounts):

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Net income

28,241

24,345

72,786

59,556

Amortization of intangible assets (a)

4,079

4,131

12,211

12,399

Long-lived assets impairment

—

180

—

180

Stock-based compensation

2,524

2,079

7,560

7,751

Adjusted net income

34,844

30,735

92,557

79,886

Adjusted net income per diluted share

0.34

0.30

0.91

0.77

Diluted weighted average shares outstanding

101,864

103,618

102,216

104,100

(a) Amortization of intangible assets is excluded because it is a non-cash charge that is not representative of the ongoing operating performance of the business. Beginning in 2026, the Company updated its Adjusted net income reconciliation to reflect actual amortization of intangible assets in place of the previously used fixed amortization addback. Management believes this change provides a more accurate and transparent presentation. The 2025 amounts have been recast to conform to the current presentation.

The following table reconciles Net income to Adjusted EBITDA for the third quarters and year-to-date periods ended September 30, 2026 and 2025 (amounts in thousands):

Three Months Ended

Nine Months Ended

September 30,

2026

2025

2026

2025

Net income

28,241

24,345

72,786

59,556

Income tax expense

530

578

1,123

1,789

Interest expense, net

1,179

1,379

3,418

3,921

Depreciation and amortization

6,759

6,410

20,887

18,840

Long-lived assets impairment

—

180

—

180

Stock-based compensation

2,524

2,079

7,560

7,751

Adjusted EBITDA

39,233

34,971

105,774

92,037

Contact:

ICR:

Investors:

Allison Malkin, 203-682-8225

allison.malkin@icrinc.com

Follow OneSpaWorld:

Instagram: @onespaworld

LinkedIn: OneSpaWorld

Facebook: @onespaworld

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 5

v3.26.3

Document and Entity Information

Oct. 28, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 28, 2026

Entity Registrant Name

OneSpaWorld Holdings Limited

Entity Central Index Key

0001758488

Entity Incorporation, State or Country Code

Entity Tax Identification Number

00-0000000

Securities Act File Number

001-38843

Contact Personnel Name

Harry B. Sands, Lobosky Management Co. Ltd.

Entity Address, Address Line One

Office Number 2

Entity Address, Address Line Two

Pineapple Business Park

Entity Address, Address Line Three

Airport Industrial Park

Entity Address, City or Town

Nassau

Entity Address, Country

Entity Address, Postal Zip Code

P.O. Box N-624

City Area Code

242

Local Phone Number

322-2670

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Shares, par value (U.S.)$0.0001 per share

Trading Symbol

OSW

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of contact personnel

+ References

No definition available.

+ Details

Name:

dei_ContactPersonnelName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

ISO 3166-1 alpha-2 country code.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCountry

Namespace Prefix:

dei_

Data Type:

dei:countryCodeItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration