ONESPAWORLD HOLDINGS Ltd
For the period ended Dec 31, 2025. Filed Feb 23, 2026.
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FY2025 · Filed Feb 23, 2026
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
The following report and Consolidated Financial Statements are filed as part of this report beginning on page F-l, pursuant to Item 8.
Audited Consolidated Financial Statements for OneSpaWorld Limited and Subsidiaries
Report of Independent Registered Public Accounting Firm - Internal Control Over Financial Reporting.
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2025 and 2024.
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023.
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023.
Consolidated Statements of Equity for the years ended December 31, 2025, 2024 and 2023.
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules
Financial statement schedules have been omitted since they are either not required, not applicable or the information is otherwise included.
(3) Exhibit Listing
Please see list of the exhibits at 15(b), below.
(b) The following is a list of all exhibits filed as a part of this report.
| DocumentExhibitNumber | Exhibit Description |
| 3.1 | Amended and Restated Memorandum of Association and Articles of Association OneSpaWorld Holdings Limited (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 25, 2019). |
| 3.2 | Third Amended and Restated Memorandum of Association and Second Amended and Restated Articles of Association of OneSpaWorld Holdings Limited (incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 15, 2020). |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Articles of Association of OneSpaWorldHoldings Limited (incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 28, 2025). |
| 4.1* | Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. |
| 10.1 | Credit Agreement, dated as of September 20, 2024, among Dory Acquisition Sub, Inc., OneSpaWorld (Bahamas) Limited, OneSpaWorld Holdings Limited, the subsidiary guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 25, 2024). |
| 10.2 | Registration Rights Agreement, dated as of March 19, 2019, by and among OneSpaWorld Holdings Limited, Steiner Leisure Limited, Haymaker Sponsor, LLC and, solely for the purpose of certain provisions thereof, Haymaker Acquisition Corp. (incorporated by reference to Exhibit 10.3 to Form 8-K filed on March 25, 2019). |
| 10.3 | Second Amended and Restated Registration Rights Agreement, dated as of June 12, 2020, by and among OneSpaWorld Holdings Limited, Steiner Leisure Limited, and the investors named on the signature pages thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 15, 2020). |
| 10.4 | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 2 to Registration Statement on Form S-4 filed on January 22, 2019). |
| 10.5† | 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 to Form 8-K filed on March 25, 2019). |
| 10.6† | Employment and Severance Agreement, dated as of November 1, 2018, by and between OneSpaWorld Holdings Limited and Leonard Fluxman (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-4 filed on November 13, 2018). |
| 10.7† | Employment and Severance Agreement, dated as of November 1, 2018, by and between OneSpaWorld Holdings Limited and Stephen B. Lazarus (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 filed on November 13, 2018). |
| 10.8†* | Form of OneSpaWorld Holdings Limited December 2025 Restricted Stock Unit Award Agreement. |
| 10.9†* | Form of OneSpaWorld Holdings Limited December 2025 Performance Stock Unit Award Agreement. |
| 19.1*^ | OneSpaWorld Holdings Limited Insider Trading Policy. |
| 21.1* | Subsidiaries of OneSpaWorld Holdings Limited. |
| 23.1* | Consent of Ernst & Young LLP. |
| 31.1* | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | OneSpaWorld Holdings Limited Clawback Policy. |
| 101.INS* | XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104 | The cover page from the Company’s Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL. |
- Filed herewith.
** Furnished herewith.
^ Certain information contained in this exhibit has been redacted pursuant to Item 601(a)(6) of Regulation S-K.
† Indicates a management contract or compensatory plan or arrangement.
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