FLUXMAN LEONARD I 4

What Happened

• Leonard I. Fluxman, CEO, Executive Chairman and Director of ONESPAWORLD (OSW), had two related filings: an award of 84,062 performance stock units (PSUs) reported 2026-02-11 and a disposition (sale) of 73,385 shares on 2026-02-13. The sale was reported at a weighted average price of $22.59 for proceeds of $1,657,767.

Key Details

• Transactions/dates: PSU grant reported 2026-02-11 (award). Shares sold 2026-02-13 (disposition).
• Sale details: 73,385 shares sold at a weighted average price of $22.59; prices in the underlying trades ranged from $22.01 to $22.96 (per footnote).
• Total proceeds: ~$1,657,767.
• Why sold: Footnote says these shares were mandatorily sold in a broker-assisted cashless program to satisfy tax withholding on vesting of RSUs/PSUs (tax-withholding sale).
• PSU settlement: Each PSU converts to one common share on vesting; one-third is settled immediately in shares, the remaining two-thirds settle in two equal installments on Dec 2, 2026 and Dec 2, 2027, subject to continued service.
• Shares owned after transaction: not specified in the excerpt of the filing provided.
• Filing timeliness: Form 4 was filed 2026-02-13 for transactions on 2026-02-11 and 2026-02-13; appears timely.

Context

• The sale appears to be a mandatory, broker-assisted cashless sale to cover tax withholding arising from equity vesting, not an open-market discretionary sale. Such withholding sales are common after awards vest and do not necessarily indicate trading sentiment. The PSU award creates contingent rights to future shares subject to performance and continued service.