Financial Analysis

4. LONG-TERM DEBT Long-term debt consisted of the following (in thousands, except interest rate): Interest Rate As of As of June 30, 2026 December 31, 2025 Maturities Through June 30, 2026 December 31, 2025 Term loan facility 5.6 % 5.9 % 2029 $ 82,494 $ 85,000 Less: unamortized debt issuance cost ( 890 ) ( 1,033 ) Long-term debt, net $ 81,604 $ 83,967 On September 20, 2024 (the Closing Date), the Company and its subsidiaries, Dory Acquisition Sub, Inc. (Dory Acquisition) and OneSpaWorld (Maritime) Limited, formerly known as OneSpaWorld (Bahamas) Limited (OneSpaWorld (Maritime) and together with Dory Acquisition, the Borrowers), entered into a credit agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and certain lenders party thereto, providing for senior secured credit facilities consisting of (x) a term loan facility of $ 100 million (of which $ 70 million was borrowed by Dory Acquisition and $ 30 million was borrowed by OneSpaWorld (Maritime) (the Term Loan Facility), which was fully drawn on the Closing Date, and (y) a revolving loan facility of up to $ 50 million (the Revolving Facility and, together with the Term Loan Facility, the Credit Facilities), which Revolving Facility remained undrawn as of June 30, 2026. The Revolving Facility includes borrowing capacity available for letters of credit up to $ 5 million. Any issuance of letters of credit reduces the amount available under the Revolving Facility. The Credit Facilities mature on …

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The following table disaggregates the Companys revenues by revenue source and operating segment (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Service revenues: Maritime $ 207,677 $ 185,349 $ 403,476 $ 354,860 Destination resorts 6,734 8,009 14,595 17,017 Total service revenues 214,411 193,358 418,071 371,877 Product revenues: Maritime 45,863 46,369 88,901 86,309 Destination resorts 502 510 1,063 1,172 Timetospa.com 470 489 842 998 Total product revenues 46,835 47,368 90,806 88,479 Total revenues $ 261,246 $ 240,726 $ 508,877 $ 460,356 …

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6. STOCK-BASED COMPENSATION The share-based compensation expense for the three months ended June 30, 2026 and 2025 was $ 2.5 million and $ 2.1 million, respectively, which is included as a component of salaries, benefits and payroll taxes in the accompanying condensed consolidated statements of operations. The share-based compensation expense for the six months ended June 30, 2026 and 2025 was $ 5.0 million and $ 5.7 million, respectively, and is included as a component of salaries, benefits and payroll taxes in the accompanying condensed consolidated statements of operations. The expense for the three and six months ended June 30, 2025 included $ 1.4 million of incremental expense related to the accelerated vesting of certain restricted stock units (RSUs) and performance stock units (PSUs) in connection with a previously announced executive departure in March 2025. The following is a summary of restricted share units ( RSUs ) activity for the six months ended June 30, 2026: RSUs Activity Number of Awards Weighted-Average Grant Date Fair Value Non-vested share units as of December 31, 2025 543,449 $ 20.02 Forfeited ( 2,492 ) 18.73 Non-vested share units as of June 30, 2026 540,957 $ 20.03 The following is a summary of performance share units ( PSUs ) activity for the six months ended June 30, 2026: PSUs Activity Number of Performance-Based Awards Weighted-Average Grant Date Fair Value Non-vested share units as of December 31, 2025 532,642 $ 18.49 Granted (1) 3,868 19.50 Veste …

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3. INTANGIBLE ASSETS Intangible assets consist of finite and indefinite life assets. The following is a summary of the Companys intangible assets as of June 30, 2026 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 112,950 ) $ 491,750 39 Destination resort agreements 17,900 ( 12,182 ) 5,718 15 Trade name 6,200 ( 800 ) 5,400 Indefinite-life Licensing agreement 1,000 ( 1,000 ) - 8 $ 629,800 $ ( 126,932 ) $ 502,868 The following is a summary of the Companys intangible assets as of December 31, 2025 (in thousands, except amortization period): Cost Accumulated Amortization and Impairment Net Balance Weighted Average Amortization Period (in years) Retail concession agreements $ 604,700 $ ( 105,195 ) $ 499,505 39 Destination resort agreements 17,900 ( 11,798 ) 6,102 15 Trade name 6,200 ( 800 ) 5,400 Indefinite-life Licensing agreement 1,000 ( 1,000 ) 8 $ 629,800 $ ( 118,793 ) $ 511,007 The Company amortizes intangible assets with definite lives on a straight-line basis over their estimated useful lives. Amortization expense was $ 4.1 million for each of the three-month periods ended June 30, 2026 and 2025. Amortization expense was $ 8.1 million and $ 8.3 million for the six-month periods ended June 30, 2026 and 2025, respectively. Amortization expense is estimated to be $ 16.5 million in each of the next five years beginning in 2026. …

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11. INCOME TAXES For the three months ended June 30, 2026 and 2025, the Company recorded an income tax expense of $ 0.2 million and $ 0.8 million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded an income tax expense of $ 0.6 million and $ 1.2 million, respectively. The difference between the expected provision for income taxes using the 21 % U.S. federal income tax rate and the Companys actual provision is primarily attributable to foreign rate differential, including income earned in jurisdictions not subject to income taxes, withholding taxes due in various jurisdictions and the change in valuation allowance. The year over year decrease in rate is attributable to exiting certain jurisdictions that would carry a higher rate than the global effective rate. …

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Recent Accounting Pronouncements With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to the Company. The following summary of recent accounting pronouncements is not intended to be an exhaustive description of the respective pronouncement. In November 2024, the FASB issued ASU No. 2024-03 (ASU 2024-03), Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40) amending existing income statement disclosure guidance, primarily requiring more detailed disclosure for expenses. The provisions of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments can be applied on either a prospective or retroactive basis. The Company is currently assessing the expected impact of the future adoption of this guidance. In September 2025, the FASB issued ASU No. 2025-06, (ASU 2025-06), Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal - Use Software. This new guidance is intended to eliminate the use of project stages and introduces a principles-based framework for recognizing and capitalizing internal-use software costs. The provisions of ASU 2025-06 are effective for annual periods …

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7. REVENUE RECOGNITION The Companys revenue generating activities include the following: Service Revenues Service revenues consist primarily of sales of health, wellness, aesthetics and fitness services, including a full range of massage treatments, body care and skin care services, systemic detoxification and nutrition regimens, teeth whitening, mindfulness services and medi-spa services to cruise ship passengers and destination resort guests. Each service or consultation represents a separate performance obligation and revenues are generally recognized immediately upon the completion of our service. Product Revenues Product revenues consist primarily of sales of health, wellness, aesthetics and fitness related products, such as facial skincare, body care, hair care, orthotics and nutritional supplements to cruise ship passengers, destination resort guests and timetospa.com customers. Our Shop & Ship program provides guests the ability to purchase retail products onboard and have them shipped directly from our distribution center to their home. Each product unit represents a separate performance obligation. Our performance obligations are satisfied, and revenue is recognized, when the customer obtains control of the product, which occurs either at the point of sale for retail sales and at the time of shipping for Shop & Ship and timetospa.com product sales. The Company provides no warranty on products sold. Shipping and handling fees charged to customers are included …

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8. SEGMENT AND GEOGRAPHIC INFORMATION The Company operates health and wellness centers on cruise ships and in destination resorts, offering health and wellness services and selling health, wellness, aesthetics and fitness related products. The Maritime and Destination Resorts operating segments are aggregated into a single reportable segment due to their similar business and economic characteristics, operations, services offerings, product offerings and classes of customers. While separate financial information is available for the operating segments, the Chief Executive Officer (CEO) , who serves as the Companys Chief Operating Decision Maker (CODM), primarily reviews financial results and makes decisions on a consolidated basis. Our CODM utilizes consolidated financial information to evaluate performance, allocate resources, and make strategic decisions, including those related to capital expenditures and personnel. The CODM regularly analyzes net income (loss) and its components, as reported in the condensed consolidated statements of operations, to assess operating trends, evaluate budget-to-actual variances, and inform strategic and operational decisions. All expense categories presented in the condensed consolidated statements of operations are considered significant, with no additional segment expenses requiring disclosure . As the Company operates as a single reportable segment, all required financial information is included in the accompanying condensed consolidated …

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation, Principles of Consolidation In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in quarterly financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been omitted or condensed pursuant to the SECs rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly our unaudited financial position, results of operations and cash flows. The unaudited results of operations and cash flows of our interim periods are not necessarily indicative of the results of operations or cash flows that may be expected for the entire fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K). The preparation of consolidated financial statements in conformity with …

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5. EQUITY Dividends Declared Per Common Share On April 29, 2026 , our Board of Directors declared a quarterly cash dividend of $ 0.05 per share of common stock, totaling $ 5.1 million in the aggregate, which was paid on June 3, 2026 to shareholders of record as of the close of business on May 20, 2026 . See Note 13, Subsequent Events, for information regarding additional dividends declared subsequent to the balance sheet date. Share Repurchase Program During the six months ended June 30, 2026, the Company repurchased 16,134 shares of common stock at an aggregate cost of $ 0.4 million under the 2025 Share Repurchase Program. Upon settlement of the repurchases, the acquired common shares reverted to authorized but unissued shares. The Company allocated the excess of the repurchase price over the par value of the shares acquired between Additional paid-in capital and Accumulated deficit. As of June 30, 2026, approximately $ 37.1 million remained available for future repurchases under the 2025 Share Repurchase Program. …

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13. SUBSEQUENT EVENTS The Company announced on July 29, 2026 that the Board of Directors approved a quarterly dividend payment of $ 0.05 per common share payable on September 2, 2026 to shareholders of record as of the close of business on August 19, 2026 .

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