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ONESPAWORLD HOLDINGS Ltd

For the period ended Dec 31, 2025. Filed Feb 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 23, 2026

OSW$32.47+4.3%Stored close · as of Nov 9, 2026

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Contents

ITEM 6. SELECTED FINANCIAL DATA

The following tables contain selected historical financial data for the Company. The information below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited Consolidated Financial Statements of the Company, and the notes related thereto, included elsewhere in this report.

Year Ended December 31,
202520242023
(In thousands)
REVENUES
Service revenues$777,262$723,273$648,091
Product revenues183,739$171,746$145,954
Total revenues961,001895,019794,045
COST OF REVENUES AND OPERATING EXPENSES
Cost of services645,360599,756541,356
Cost of products156,493145,799125,649
Administrative18,06318,82717,111
Salary, benefits and payroll taxes37,09235,63036,805
Amortization of intangible assets16,50816,57116,823
Restructuring expenses2,703——
Long-lived assets impairment3,1453762,129
Total cost of revenues and operating expenses879,364816,959739,873
Income from operations81,63778,06054,172
OTHER (EXPENSE) INCOME, NET
Interest expense(5,665)(10,048)(21,395)
Interest income4881,167280
Change in fair value of warrant liabilities—7,677(37,557)
Other expense(348)——
Total other expense, net(5,525)(1,204)(58,672)
Income (loss) before income tax expense (benefit)76,11276,856(4,500)
INCOME TAX EXPENSE (BENEFIT)4,4943,992(1,526)
NET INCOME (LOSS)$71,618$72,864$(2,974)
Adjusted EBITDA (1)$123,251$112,076$89,192
December 31,
202520242023
Balance Sheet Data (In thousands):
Working Capital (2)$48,217$23,463$16,961
Total Assets707,095746,423706,140
Total Liabilities164,518191,926272,071
Total Shareholders' Equity542,577554,497434,069

(1)

We define Adjusted EBITDA as Net Income (loss) plus income tax expense (benefit), interest income, interest expense, depreciation and amortization, long-lived assets impairment, stock-based compensation, restructuring expenses, inventory write-off, change in fair value of warrant liabilities, other expense and business combination costs.

(2)

Working capital calculated as current assets less current liabilities, less cash and cash equivalents and restricted cash.

The following table reconciles Net Income (Loss) to Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,
(In thousands)202520242023
Net Income (loss)$71,618$72,864$(2,974)
Income tax expense (benefit)4,4943,992(1,526)
Interest income(488)(1,167)(280)
Interest expense5,66510,04821,395
Depreciation and amortization25,33224,27622,040
Long-lived assets impairment3,1453762,129
Stock-based compensation10,0869,07110,138
Restructuring expenses (a)2,703——
Inventory write-off (b)348——
Change in fair value of warrant liabilities—(7,677)37,557
Other expense348-—
Business combination costs (c)—293713
Adjusted EBITDA$123,251$112,076$89,192

(a) See note 7- "Restructuring and asset impairment", to the consolidated financial statements.

(b) Inventory write-off represents addbacks related to the exit from certain of our land-based health and wellness center operations in Asia. These expenses were recorded in Cost of products.

(c) Business combination costs refers to legal and advisory fees incurred by OneSpaWorld in connection with the secondary offering and warrant conversion.

Note Regarding Non-GAAP Financial Information

We believe that Adjusted EBITDA, as a non-GAAP measure, when reviewed in conjunction with GAAP financial measures, and not in isolation or as a substitute for analysis of our results of operations under GAAP, is useful to investors as it is a widely used measure of performance and the adjustments we make 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. Our presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Adjusted EBITDA has limitations as profitability measures in that it does not include total amounts for interest expense on our debt, change in fair value of warrant liabilities, restructuring expenses, provision for income taxes and the effect of our expenditures for capital assets and certain intangible assets. In addition, this non-GAAP measure has limitations as a profitability measure in that it does not include the impact of certain expenses related to items that are settled in cash. 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 Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as a basis to infer that our future results will be unaffected by extraordinary, unusual or non-recurring items.

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