OSW

EX-99.1

2 osw-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

OneSpaWorld Reports Second Quarter Fiscal 2026 Results

Total Revenues of $261.2 Million, Net Income of $23.2 Million and Adjusted EBITDA of $34.4 Million

Introduces Third Quarter 2026 Guidance of $268 to $273 Million in Total Revenues and $35 to $37 Million in Adjusted EBITDA

Increases FY 2026 Guidance to $1.018 to $1.038 Billion in Total Revenues and $130 to $140 Million in Adjusted EBITDA

Board Declares Quarterly Dividend of $0.05 Per Share

Nassau, Bahamas, July 29, 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 second quarter and first six months of fiscal 2026 ended June 30, 2026.

Leonard Fluxman, Executive Chairman and Chief Executive Officer, commented: “We are pleased to deliver our 21st consecutive quarter of record Total revenues and Adjusted EBITDA to cap an exceptional first half of the year. Our sustained positive performance continues to reflect our team’s innovation mindset and increasing impact of our powerful global operating platform to deliver remarkable experiences for our guests, outstanding value for our cruise line and destination resort partners, and strong operating and financial performance. I am particularly excited to see the emerging impact of the AI powered innovations we are developing and implementing across our business. In addition, we launched our state-of-the-art health and wellness center onboard Royal Caribbean’s Legend of the Seas and have commenced the expansion of our spa facilities onboard Azamara Cruises vessels in collaboration with Azamara, our partner for nearly 20 years, enhancing our guests' wellness journey.”

“We have begun the second half of the year with positive momentum,” continued Mr. Fluxman. “As we look ahead, we will continue investing in our outstanding team, our irreplicable operating platform and our strategic priorities to deliver increasingly exceptional guest experiences and value for our cruise line and destination resort partners and our shareholders.”

Stephen Lazarus, President, Chief Financial Officer and Chief Operating Officer, added: “We are pleased to report a strong second quarter with record Total revenues and record Adjusted EBITDA, which increased 9% and 13%, respectively, from 2025 second quarter performance, driven by increases across key operating and financial metrics. And while early, we are realizing initial revenue gains from introducing our AI driven strategies to substantially all of our health and wellness centers at sea.”

Mr. Lazarus noted further: “During the second quarter, we continued to leverage our asset-light business model, utilizing $5.1 million of our free cash flow to pay our quarterly dividend and $1.3 million to reduce debt on our Term Loan Facility. We ended the second quarter with a strong balance sheet, including cash of $41.6 million, total liquidity of $91.6 million, and Total debt, net of deferred financing costs, of $81.6 million.”

Mr. Lazarus concluded: “Based on our positive momentum and the impact of innovations across our business, our fiscal 2026 guidance reflects expected growth of 10% for both Total revenues and Adjusted EBITDA at the midpoints of our guidance ranges, compared with actual Fiscal 2025 results, excluding exited and reorganized operations - marking our fourth consecutive fiscal year record performance.”

Second Quarter 2026 Highlights:

•

Total revenues increased 9% to a record $261.2 million compared to $240.7 million in the second quarter of 2025 and included $0.9 million and $1.5 million in revenues, respectively, attributable to the Company’s Asia resorts business in the process of being exited.

•

Income from operations increased 11% to a record $24.5 million compared to $22.1 million in the second quarter of 2025.

•

Net income increased 16% to $23.2 million compared to $19.9 million in the second quarter of 2025.

•

Adjusted EBITDA increased 13% to a record $34.4 million compared to $30.5 million in the second quarter of 2025.

Operating Network Update:

•

Cruise Ship Count: The Company ended the second quarter operating health and wellness centers on 208 ships with an average ship count of 202 ships for the quarter, compared with 200 ships and an average ship count of 191 ships for the second quarter of 2025.

•

Destination Resort Count: The Company ended the second quarter operating 25 destination resort health and wellness centers with an average resort count of 32 for the quarter, compared with 51 destination resort health and wellness centers and an average resort count of 50 for the second quarter of 2025. Of the destination resort health and wellness centers operating at quarter end, 13 pertained to the Asia operations we are exiting,

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8-K

0001758488false00-000000000017584882026-02-182026-02-18

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): February 18, 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 February 18, 2026, OneSpaWorld Holdings Limited (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter ended December 31, 2025. 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 February 18, 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: February 18, 2026

By:

/s/ Stephen B. Lazarus

Stephen B. Lazarus

President, Chief Financial Officer and Chief Operating Officer