Onespaworld Holdings (OSW) risk factors, FY2025 10-K

Onespaworld Holdings's FY2025 10-K, filed Feb 23, 2026, lists 29 risk factors in 2 groups. Against the prior year's 26: 3 new, 6 substantially reworded.

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Risk factors listed
292 groups
New this year
3vs 26 last year
Dropped
0since the prior 10-K
Substantially reworded
6of those kept
Section length
13k wordsItem 1A

What the changes say

  • Staffing now highlights immigration restrictions, foreign hiring controls, local employment companies, and licensing requirements.
  • Tax exposure expands to potential 21% U.S. federal tax, 30% branch profits tax, foreign taxes, reallocations, interest and penalties.
  • Land-center risks emphasize venue foreclosure, early termination, and loss of build-out investment without non-disturbance protection.

What changed since the prior 10-K

New

  • New

    than previously had been the case. Since many of our shipboard employees are not United States citizens, continuation or exacerbation of this trend of immigration restrictions could adversely affect our ability to meet our shipboard staffing needs on a timely basis

    Immigration restrictions, foreign hiring controls, local employment companies, and employee licensing requirements could delay or limit shipboard and land-based staffing.

  • New

    In light of the foregoing, for purposes of the source rule regulations, we believe that OneSpaWorld (Maritime) should not be characterized as a CFC. This should allow us to treat most of our shipboard income as foreign source income to the same extent as income earned by a foreign corporation that is not a CFC

    OneSpaWorld (Maritime) could face 21% U.S. federal income tax, 30% branch profits tax, foreign taxes, and transfer-pricing reallocations, interest, and penalties.

  • NewRisks Relating to Non-U.S. Operations and Hostilities

    of an agreement, or as a result of the bankruptcy of a venue, even if we have a provision in our agreement providing for a termination payment, we could receive no compensation with respect to build-out expenditures we have incurred

    Venue lender foreclosure without non-disturbance protection could terminate a land-based center agreement and eliminate income and build-out investment value.

Reworded

  • 69% rewritten

    We Depend on Our Key Officers and Qualified Employees

    Updates executive roles and removes Susan Bonner from the named key officers, while retaining risks from losing executives and qualified employees.

  • 64% rewritten

    to the extent that passage of title or transfer of ownership of products sold by OneSpaWorld (Maritime) for use, consumption or disposition outside international waters, takes place in the United States or a United States office materially participates in such sales

    The relevant entity changes from OneSpaWorld (Bahamas) to OneSpaWorld (Maritime); the CFC and U.S.-source-income risk remains.

    Was: to the extent that passage of title or transfer of ownership of products sold by OneSpaWorld (Bahamas) for use, consumption or disposition outside international waters, takes place in the United States or a United States office materially participates in such sales

  • 54% rewrittenRisks Relating to Non-U.S. Operations and Hostilities

    Risk of Early Termination of Land-Based Health and Wellness Center Agreements

    Adds that venue operators may terminate agreements after the company breaches them, potentially without full compensation for build-out expenditures.

  • 50% rewrittenRisks Related to Ownership of Our Securities

    You May Have Difficulty Enforcing Judgments Against Us

    Adds Cayman-incorporated subsidiaries to the discussion of difficulties enforcing U.S. judgments.

  • 34% rewrittenRisks Related to Ownership of Our Securities

    Certain Provisions in Our Articles May Limit Shareholders’ Ability to Affect a Change in Management or Control

    Explains that the classified Board structure is being phased out but still applies to part of the Board.

  • 22% rewritten

    income to OneSpaWorld (Maritime) from the U.S. Waters Activities is ECI, and thus subject to United States income taxation, but constitutes a small percentage of OneSpaWorld (Maritime)’s total income

    Updates the relevant entity from OneSpaWorld (Bahamas) to OneSpaWorld (Maritime) and adds that Cayman Islands imposes no VAT.

    Was: income to OneSpaWorld (Bahamas) from the U.S. Waters Activities is ECI, and thus subject to United States income taxation, but constitutes a small percentage of OneSpaWorld (Bahamas)’s total income

All 29 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01We Depend on the Cruise Industry and Their Risks Are Risks to Us
  2. 02Cruise ships have increasingly had, and are expected to continue to have, itineraries which provide for the ships to be in port during cruises. When cruise ships are in port, our revenues are adversely affected compared with our revenues when cruise ships are at sea
  3. 03We Depend on the Continued Viability of the Ships and Destination Resort Health and Wellness Centers We Serve
  4. 04Increased Costs Could Adversely Impact our Financial Results
  5. 05We Depend on Our Key Officers and Qualified Employees69% rewritten
  6. 06than previously had been the case. Since many of our shipboard employees are not United States citizens, continuation or exacerbation of this trend of immigration restrictions could adversely affect our ability to meet our shipboard staffing needs on a timely basisNew
  7. 07Currently, we and our non-United States subsidiaries are not subject to Bahamas or Cayman Islands income tax or other (including United States federal) income tax, except as set forth below. These non-United States subsidiaries earn a substantial portion of our revenue, which contributes to our low effective tax rate
  8. 08Background on United States Taxation of Our Non-United States Subsidiaries
  9. 09income to OneSpaWorld (Maritime) from the U.S. Waters Activities is ECI, and thus subject to United States income taxation, but constitutes a small percentage of OneSpaWorld (Maritime)’s total income22% rewritten
  10. 10to the extent that passage of title or transfer of ownership of products sold by OneSpaWorld (Maritime) for use, consumption or disposition outside international waters, takes place in the United States or a United States office materially participates in such sales64% rewritten
  11. 11In light of the foregoing, for purposes of the source rule regulations, we believe that OneSpaWorld (Maritime) should not be characterized as a CFC. This should allow us to treat most of our shipboard income as foreign source income to the same extent as income earned by a foreign corporation that is not a CFCNew
  12. 12The Success of Health and Wellness Centers Depends on the Hospitality Industry
  13. 13We Compete with Passenger Activity Alternatives

Risks Relating to Non-U.S. Operations and Hostilities

  1. 14Increased Severe Weather, Including as A Result of Climate Change, May Disrupt Our Operations
  2. 15Risk of Early Termination of Land-Based Health and Wellness Center Agreements54% rewritten
  3. 16of an agreement, or as a result of the bankruptcy of a venue, even if we have a provision in our agreement providing for a termination payment, we could receive no compensation with respect to build-out expenditures we have incurredNew
  4. 17Delays in New Ship Introductions Could Slow Our Growth
  5. 18We are subject to the examination of our income tax returns by tax authorities in the jurisdictions where we operate. There can be no assurance that the outcome from these examinations will not adversely affect our profitability
  6. 19Product Liability and Other Potential Claims Could Adversely Affect Us
  7. 20Our Indebtedness Could Adversely Affect Our Financial Condition and Ability to Operate and We May Incur Additional Debt
  8. 21Our Credit Facilities Contain Financial and Other Covenants. The Failure to Comply with Such Covenants Could Have An Adverse Effect on Us
  9. 22Our Business Could Be Adversely Affected if We Are Unable to Successfully Protect Our Trademarks or Obtain New Trademarks
  10. 23We Are Subject to Currency Risk
  11. 24We May Be Exposed to the Threat of Cyber Attacks and/or Data Breaches, which Could Cause Business Disruptions and Loss
  12. 25Changes in Privacy Law Could Adversely Affect Our Ability to Market Our Services Effectively

Risks Related to Ownership of Our Securities

  1. 26The Market Price and Trading Volume of Our Common Shares Has Been and May Continue to Be Volatile
  2. 27changes in accounting principles, policies and guidelines
  3. 28You May Have Difficulty Enforcing Judgments Against Us50% rewritten
  4. 29Certain Provisions in Our Articles May Limit Shareholders’ Ability to Affect a Change in Management or Control34% rewritten

Other Onespaworld Holdings 10-Ks

  • FY2024 10-K risk factors
    26 risks

    The company relies heavily on the cruise industry and operational status of ships and destination resorts. Severe weather, fuel and employee transport costs, and complex international tax rules create significant risk. The company carries $98.6 million in secured debt under its Credit Facilities.

    Filed Feb 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.