[10-Q] ONE Group Hospitality, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

The ONE Group Hospitality (STKS) reported a Q3 2025 net loss of $77.5M, driven largely by an income tax expense of $59.1M from establishing a valuation allowance. Quarterly revenue was $180.2M versus $194.0M a year ago, with owned restaurant operating costs and interest expense weighing on results.

Balance sheet pressure intensified: total stockholders’ equity moved to a deficit of $61.5M from $45.9M at year‑end 2024. Cash and cash equivalents were $5.5M at quarter end ($6.0M including restricted). Long‑term debt totaled $335.0M net of discounts, with a weighted average interest rate of 10.8%. The company recorded $8.5M of paid‑in‑kind dividends and accretion on its Series A Preferred Stock.

Year‑to‑date, operating cash flow was $17.2M, while capex and other investing uses were $44.2M. The revolving credit facility had $5.5M outstanding and $28.7M available, subject to conditions.

Positive

• None.

Negative

• Equity deficit: Total stockholders’ equity moved to ($61.5M).
• Large quarterly loss: Q3 2025 net loss of $77.5M, including tax expense of $59.1M from a valuation allowance.
• High leverage and interest burden: Total debt of $355.0M (gross) with a weighted average rate of 10.8%.
• Limited cash: Cash and cash equivalents of $5.5M at quarter end.
• Preferred stock accretion: Series A paid‑in‑kind dividends and accretion of $8.5M in the quarter.

Insights

Equity analyst

Large tax-driven loss and negative equity highlight balance sheet strain.

STKS posted a Q3 2025 net loss of $77.5M, primarily due to a valuation allowance that created a tax expense of $59.1M. Revenue of $180.2M declined year over year, and operating results reflected higher depreciation, impairment, and integration costs alongside interest expense.

Financial leverage is notable: total long-term debt (gross) was $355.0M, with the weighted average borrowing rate at 10.8%. Equity turned negative at ($61.5M), and cash and cash equivalents were $5.5M. Series A Preferred Stock added $8.5M of paid-in-kind dividends and accretion in the quarter.

Liquidity includes $28.7M of availability on the revolver and year‑to‑date operating cash flow of $17.2M. Actual outcomes will depend on cost control, same‑store trends, and interest costs disclosed in subsequent filings.

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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

​	​
​	(Mark One)
​	​
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​	For the Quarterly Period Ended September 28, 2025
​	​
​	OR
​	​
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​	For the transition period from                      to

​

Commission File Number 001-37379

​

​

THE ONE GROUP HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

​

Delaware		14-1961545
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1624 Market Street, Suite 311, Denver, Colorado		80202
(Address of principal executive offices)		Zip Code

​

​

646-624-2400

(Registrant’s telephone number, including area code)

​

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 Stock		STKS		Nasdaq

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧  No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ◻	Accelerated filer  ⌧
Non-accelerated filer   ◻	Smaller reporting company  ⌧
	Emerging growth company  ◻

​

If an emerging growth company, indicate by a 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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ⌧

Number of shares of common stock outstanding as of October 31, 2025: 31,104,781

​

​

Table of Contents

TABLE OF CONTENTS

​

	Page
PART I – Financial Information
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	36
Item 4. Controls and Procedures	36
PART II – Other Information
Item 1. Legal Proceedings	36
Item 1A. Risk Factors	36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5. Other Information	37
Item 6. Exhibits	37
Signatures	38

​

​

2

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

​

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share information)

​	​	​	​	​	​	​
​	​	September 28,		​	December 31,
​		2025		​	2024
ASSETS	​	​			​
Current assets:		​			​
Cash and cash equivalents	​	$	5,548	​	$	27,576
Credit card receivable	​	​	10,754	​	​	10,477
Restricted cash and cash equivalents	​	​	499	​	​	499
Accounts receivable	​		9,921	​		12,294
Inventory	​		8,588	​		11,318
Other current assets	​		11,198	​		6,786
Due from related parties	​		—	​		376
Total current assets	​		46,508	​		69,326
​	​			​
Property and equipment, net	​		284,862	​		276,120
Operating lease right-of-use assets	​	​	247,951	​	​	260,331
Goodwill	​		155,783	​		155,783
Intangibles, net	​	​	133,246	​	​	133,111
Deferred tax assets, net	​		—	​		54,282
Other assets	​		8,923	​		9,030
Security deposits	​		2,261	​		2,097
Total assets	​	$	879,534	​	$	960,080
​	​			​
LIABILITIES, SERIES A PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	​			​
Current liabilities:	​			​
Accounts payable	​	$	37,093	​	$	30,883
Accrued payroll expenses	​	​	21,598	​	​	23,897
Accrued expenses	​		46,456	​		48,339
Current portion of operating lease liabilities	​	​	12,965	​	​	15,294
Deferred gift card revenue and other	​		3,898	​		6,540
Current portion of long-term debt	​		9,307	​		6,125
Other current liabilities	​		1,035	​		313
Total current liabilities	​		132,352	​		131,391
​	​			​
Long-term debt, net of current portion, unamortized discount and debt issuance costs	​		334,041	​		328,110
Operating lease liabilities, net of current portion	​	​	285,906	​	​	293,490
Deferred tax liabilities, net	​	​	5,446	​	​	—
Other long-term liabilities	​		4,896	​		5,758
Total liabilities	​		762,641	​		758,749
​	​			​
Commitments and contingencies (Note 17)	​			​
​	​			​
Series A preferred stock, $0.0001 par value, 160,000 shares authorized; 160,000 issued and outstanding at September 28, 2025 and December 31, 2024	​	​	182,348	​	​	158,085
​	​	​	​	​	​	​
Stockholders’ equity:	​			​
Common stock, $0.0001 par value, 75,000,000 shares authorized; 34,422,167 issued and 31,093,185 outstanding at September 28, 2025 and 33,994,140 issued and 31,037,843 outstanding at December 31, 2024	​		3	​		3
Preferred stock, other than Series A preferred stock, $0.0001 par value, 9,840,000 shares authorized; no shares issued and outstanding at September 28, 2025 and December 31, 2024	​		—	​		—
Treasury stock, at cost, 3,402,881 shares at September 28, 2025 and 3,019,654 shares at December 31, 2024	​		(19,308)	​		(18,202)
Additional paid-in capital	​		47,609	​		67,118
Accumulated deficit	​		(86,844)	​		—
Accumulated other comprehensive loss	​		(2,932)	​		(3,028)
Total stockholders’ equity	​		(61,472)	​		45,891
Noncontrolling interests	​		(3,983)	​		(2,645)
Total equity	​		(65,455)	​		43,246
Total liabilities, Series A preferred stock and equity	​	$	879,534	​	$	960,080

​

See notes to the condensed consolidated financial statements.

3

Table of Contents

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except income per share and related share information)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three periods ended September 28,

For the three months ended September 30,

For the nine periods ended September 28,

​

For the nine months ended September 30,

​

2025

2024

2025

2024

Revenues:

​

​

​

​

Owned restaurant net revenue

​

$

177,424

​

$

190,587

​

$

588,729

​

$

441,116

Management, license, franchise and incentive fee revenue

​

2,776

​

​

3,388

​

9,979

​

​

10,348

Total revenues

​

180,200

​

193,975

​

598,708

​

451,464

Cost and expenses:

​

​

​

​

Owned operating expenses:

​

​

​

​

Owned restaurant cost of sales

​

37,412

​

​

39,880

​

123,722

​

​

94,471

Owned restaurant operating expenses

​

119,901

​

​

126,223

​

378,169

​

​

279,633

Total owned operating expenses

​

157,313

​

166,103

​

501,891

​

374,104

General and administrative (including stock-based compensation of $1,246 and $4,348 for the three and nine periods ended September 28, 2025, respectively, and $1,580 and $4,433 for the three and nine months ended September 30, 2024, respectively)

​

13,274

​

​

12,814

​

38,027

​

​

30,982

Depreciation and amortization

​

11,530

​

​

9,416

​

32,229

​

​

22,701

Loss on impairment of long-lived assets

​

3,386

​

​

—

​

3,386

​

​

—

Transition and integration expenses

​

2,607

​

​

6,274

​

10,275

​

​

10,068

Pre-opening expenses

​

698

​

​

2,118

​

3,958

​

​

7,548

Transaction and exit costs

​

13

​

​

850

​

143

​

​

8,728

Lease termination and exit (income) expenses

​

​

(278)

​

​

—

​

​

5,428

​

​

471

Other (income) expenses

​

(470)

​

​

46

​

(147)

​

​

78

Total costs and expenses

​

188,073

​

197,621

​

595,190

​

454,680

Operating (loss) income

​

(7,873)

​

(3,646)

​

3,518

​

(3,216)

Other expenses, net:

​

​

​

​

Interest expense, net of interest income

​

10,483

​

​

10,679

​

30,600

​

​

20,622

Loss on early debt extinguishment

​

—

​

​

—

​

—

​

​

4,149

Total other expenses, net

​

10,483

​

10,679

​

30,600

​

24,771

Loss before provision (benefit) for income taxes

​

(18,356)

​

(14,325)

​

(27,082)

​

(27,987)

Provision (benefit) for income taxes

​

59,141

​

​

(4,856)

​

60,125

​

​

(8,583)

Net loss

​

(77,497)

​

(9,469)

​

(87,207)

​

(19,404)

Less: net loss attributable to noncontrolling interest

​

(757)

​

​

(165)

​

(1,338)

​

​

(689)

Net loss attributable to The ONE Group Hospitality, Inc.

​

$

(76,740)

​

$

(9,304)

​

$

(85,869)

​

$

(18,715)

Series A Preferred Stock paid-in-kind dividend and accretion

​

(8,535)

​

​

(7,125)

​

(24,263)

​

​

(11,663)

Net loss available to common stockholders

​

$

(85,275)

​

$

(16,429)

​

$

(110,132)

​

$

(30,378)

​

​

​

​

​

Net loss per common share:

​

​

​

​

Basic

​

$

(2.75)

​

$

(0.53)

​

$

(3.55)

​

$

(0.97)

Diluted

​

$

(2.75)

​

$

(0.53)

​

$

(3.55)

​

$

(0.97)

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average common shares outstanding:

​

​

​

​

Basic

​

30,966,736

​

31,008,275

​

30,982,081

​

31,256,946

Diluted

​

30,966,736

​

31,008,275

​

30,982,081

​

31,256,946

​

See notes to the condensed consolidated financial statements.

​

4

Table of Contents

​

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited, in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three periods ended September 28,

​

For the three months ended September 30,

​

For the nine periods ended September 28,

​

For the nine months ended September 30,

​

2025

2024

2025

2024

Net loss

​

$

(77,497)

​

$

(9,469)

​

$

(87,207)

​

$

(19,404)

Currency translation (loss) gain, net of tax

​

(14)

​

​

74

​

96

​

​

17

Comprehensive loss

​

​

(77,511)

​

​

(9,395)

​

​

(87,111)

​

​

(19,387)

Less: comprehensive loss attributable to noncontrolling interest

​

​

(757)

​

​

(165)

​

​

(1,338)

​

​

(689)

Comprehensive loss attributable to The ONE Group Hospitality, Inc.

​

​

(76,754)

​

​

(9,230)

​

​

(85,773)

​

​

(18,698)

Series A Preferred Stock paid-in-kind dividend and accretion

​

​

(8,535)

​

​

(7,125)

​

​

(24,263)

​

​

(11,663)

Comprehensive loss attributable to common stockholders

​

$

(85,289)

​

$

(16,355)

​

$

(110,036)

​

$

(30,361)

​

​

See notes to the condensed consolidated financial statements.

​

​

​

5

Table of Contents

​ ​ ​

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND

SERIES A PREFERRED STOCK

(Unaudited, in thousands, except share information)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(Accumulated

​

Accumulated

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additional

​

Deficit)

​

other

​

​

​

​

​

​

​

​

​

​

Series A Preferred Stock

​

Common stock

​

Treasury

​

paid-in

​

Retained

​

comprehensive

​

Stockholders’

​

Noncontrolling

​

​

​

​

Shares

Amount

​

Shares

Par value

stock

​

capital

Earnings

loss

equity

interests

Total

Balance at December 31, 2024

160,000

​

$

158,085

​

31,037,843

​

$

3

​

$

(18,202)

​

$

67,118

​

$

—

​

$

(3,028)

​

$

45,891

​

$

(2,645)

​

$

43,246

Stock-based compensation

—

​

—

​

61,453

​

—

​

​

—

​

​

1,632

​

​

—

​

​

—

​

1,632

​

—

​

1,632

Issuance of vested restricted shares, net of tax withholding

—

​

—

​

54,557

​

—

​

​

—

​

​

(129)

​

​

—

​

​

—

​

(129)

​

—

​

(129)

Purchase of treasury stock

—

​

​

—

​

(110,595)

​

​

—

​

​

(307)

​

​

—

​

​

—

​

​

—

​

​

(307)

​

​

—

​

​

(307)

Series A Preferred Stock paid-in kind dividend and accretion

—

​

​

7,591

​

—

​

​

—

​

​

—

​

​

(6,616)

​

​

(975)

​

​

—

​

​

(7,591)

​

​

—

​

​

(7,591)

Loss on foreign currency translation, net

—

​

—

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(13)

​

(13)

​

—

​

(13)

Net income (loss)

—

​

—

​

—

​

—

​

​

—

​

​

—

​

​

975

​

​

—

​

975

​

(353)

​

622

Balance at March 30, 2025

160,000

​

$

165,676

​

31,043,258

​

$

3

​

$

(18,509)

​

$

62,005

​

$

—

​

$

(3,041)

​

$

40,458

​

$

(2,998)

​

$

37,460

Stock-based compensation

—

​

​

—

​

45,367

​

​

—

​

​

—

​

​

1,470

​

​

—

​

​

—

​

1,470

​

—

​

1,470

Issuance of vested restricted shares, net of tax withholding

—

​

​

—

​

65,848

​

​

—

​

​

—

​

​

(167)

​

​

—

​

​

—

​

(167)

​

—

​

(167)

Purchase of treasury stock

—

​

​

—

​

(202,883)

​

​

—

​

​

(598)

​

​

—

​

​

—

​

​

—

​

(598)

​

—

​

(598)

Series A Preferred Stock paid-in kind dividend and accretion

—

​

​

8,137

​

—

​

​

—

​

​

—

​

​

(8,137)

​

​

—

​

​

—

​

​

(8,137)

​

​

—

​

​

(8,137)

Loss on foreign currency translation, net

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

123

​

123

​

—

​

123

Net loss

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(10,104)

​

​

—

​

(10,104)

​

(228)

​

(10,332)

Balance at June 29, 2025

160,000

​

$

173,813

​

30,951,590

​

$

3

​

$

(19,107)

​

$

55,171

​

$

(10,104)

​

$

(2,918)

​

$

23,045

​

$

(3,226)

​

$

19,819

Stock-based compensation

—

​

​

—

​

73,899

​

​

—

​

​

—

​

​

1,246

​

​

—

​

​

—

​

1,246

​

—

​

1,246

Issuance of vested restricted shares, net of tax withholding

—

​

​

—

​

137,445

​

​

—

​

​

—

​

​

(273)

​

​

—

​

​

—

​

​

(273)

​

​

—

​

​

(273)

Purchase of treasury stock

—

​

​

—

​

(69,749)

​

​

—

​

​

(201)

​

​

—

​

​

—

​

​

—

​

(201)

​

—

​

(201)

Series A Preferred Stock paid-in-kind dividend and accretion

—

​

​

8,535

​

—

​

​

—

​

​

—

​

​

(8,535)

​

​

—

​

​

—

​

​

(8,535)

​

​

—

​

​

(8,535)

Gain on foreign currency translation, net

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(14)

​

(14)

​

—

​

(14)

Net loss

—

​

​

—

​

—

​

​

—

​

​

​

​

​

—

​

​

(76,740)

​

​

—

​

(76,740)

​

(757)

​

(77,497)

Balance at September 28, 2025

160,000

​

$

182,348

​

31,093,185

​

$

3

​

$

(19,308)

​

$

47,609

​

$

(86,844)

​

$

(2,932)

​

$

(61,472)

​

$

(3,983)

​

$

(65,455)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at December 31, 2023

—

​

$

—

​

31,283,975

​

$

3

​

$

(15,051)

​

$

58,270

​

$

28,884

​

$

(2,930)

​

$

69,176

​

$

(1,816)

​

$

67,360

Stock-based compensation

—

​

—

​

—

​

—

​

​

—

​

​

1,358

​

​

—

​

​

—

​

1,358

​

—

​

1,358

Issuance of vested restricted shares, net of tax withholding

—

​

—

​

24,521

​

—

​

​

—

​

​

(124)

​

​

—

​

​

—

​

(124)

​

—

​

(124)

Loss on foreign currency translation, net

—

​

—

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(68)

​

(68)

​

—

​

(68)

Net loss

—

​

—

​

—

​

—

​

​

—

​

​

—

​

​

(2,069)

​

​

—

​

(2,069)

​

(361)

​

(2,430)

Balance at March 31, 2024

—

​

$

—

​

31,308,496

​

$

3

​

$

(15,051)

​

$

59,504

​

$

26,815

​

$

(2,998)

​

$

68,273

​

$

(2,177)

​

$

66,096

Stock-based compensation

—

​

​

—

​

22,905

​

​

—

​

​

—

​

​

1,495

​

​

—

​

​

—

​

1,495

​

—

​

1,495

Exercise of stock options and warrants

—

​

​

—

​

50,000

​

​

—

​

​

—

​

​

242

​

​

—

​

​

—

​

242

​

—

​

242

Issuance of vested restricted shares, net of tax withholding

—

​

​

—

​

108,124

​

​

—

​

​

—

​

​

(356)

​

​

—

​

​

—

​

(356)

​

—

​

(356)

Issuance of warrants

—

​

​

—

​

—

​

​

—

​

​

—

​

​

10,771

​

​

—

​

​

—

​

10,771

​

—

​

10,771

Purchase of treasury stock

—

​

​

—

​

(192,325)

​

​

—

​

​

(888)

​

​

—

​

​

—

​

​

—

​

​

(888)

​

​

—

​

​

(888)

Series A Preferred Stock issuance

160,000

​

​

138,943

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Series A Preferred Stock paid-in kind dividend and accretion

—

​

​

4,538

​

—

​

​

—

​

​

—

​

​

—

​

​

(4,538)

​

​

—

​

​

(4,538)

​

​

—

​

​

(4,538)

Gain on foreign currency translation, net

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

11

​

11

​

—

​

11

Net loss

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(7,342)

​

​

—

​

(7,342)

​

(163)

​

(7,505)

Balance at June 30, 2024

160,000

​

$

143,481

​

31,297,200

​

$

3

​

$

(15,939)

​

$

71,656

​

$

14,935

​

$

(2,987)

​

$

67,668

​

$

(2,340)

​

$

65,328

Stock-based compensation

—

​

​

—

​

39,114

​

​

—

​

​

—

​

​

1,580

​

​

—

​

​

—

​

​

1,580

​

​

—

​

​

1,580

Issuance of vested restricted shares, net of tax withholding

—

​

​

—

​

17,099

​

​

—

​

​

—

​

​

(15)

​

​

—

​

​

—

​

​

(15)

​

​

—

​

​

(15)

Purchase of treasury stock

—

​

​

—

​

(550,876)

​

​

—

​

​

(2,263)

​

​

—

​

​

—

​

​

—

​

​

(2,263)

​

​

—

​

​

(2,263)

Series A Preferred Stock paid-in kind dividend and accretion

—

​

​

7,125

​

—

​

​

—

​

​

—

​

​

(1,494)

​

​

(5,631)

​

​

—

​

​

(7,125)

​

​

—

​

​

(7,125)

Gain on foreign currency translation, net

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

74

​

​

74

​

​

—

​

​

74

Net loss

—

​

​

—

​

—

​

​

—

​

​

—

​

​

—

​

​

(9,304)

​

​

—

​

​

(9,304)

​

​

(165)

​

​

(9,469)

Balance at September 30, 2024

160,000

​

$

150,606

​

30,802,537

​

$

3

​

$

(18,202)

​

$

71,727

​

$

—

​

$

(2,913)

​

$

50,615

​

$

(2,505)

​

$

48,110

See notes to the condensed consolidated financial statements.

​

​

6

Table of Contents

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

​

​	​	​	​	​	​	​
​	​	For the nine periods ended September 28,		​	For the nine months ended September 30,
​		2025			2024
Operating activities:		​			​
Net loss	​	$	(87,207)	​	$	(19,404)
Adjustments to reconcile net loss to net cash provided by operating activities:	​		​	​
Depreciation and amortization	​		32,229	​		22,701
Non-cash lease termination and exit costs	​		3,383	​	​	321
Stock-based compensation	​		4,348	​		4,433
Amortization of debt issuance costs and debt original issuance discounts	​		2,670	​		1,723
Deferred taxes	​		59,728	​		(8,779)
Non-cash loss on early debt extinguishment	​		—	​		1,674
Loss on impairment of long-lived assets	​		3,386	​		—
Changes in operating assets and liabilities, net of acquisition:	​		​	​		​
Accounts receivable	​		2,097	​		6,111
Inventory	​		2,730	​		1,542
Other current assets	​		(4,524)	​		(1,154)
Due from related parties	​		376	​		—
Security deposits	​		(164)	​		(35)
Other assets	​		(937)	​		(2,596)
Accounts payable	​		3,524	​		2,169
Accrued expenses	​		(3,645)	​		11,513
Operating lease liabilities and right-of-use assets	​	​	1,784	​	​	6,402
Other liabilities	​		(2,556)	​		(953)
Net cash provided by operating activities	​		17,222	​		25,668
​	​			​
Investing activities:	​			​
Purchase of property and equipment	​		(44,172)	​		(53,768)
Acquisition related payments, net of cash acquired	​		—	​		(369,838)
Net cash used in investing activities	​		(44,172)	​		(423,606)
​	​			​
Financing activities:	​			​
Borrowings of long-term debt	​		11,524	​		333,829
Repayments of long-term debt and financing lease liabilities	​	​	(5,027)	​	​	(74,574)
Issuance of Series A preferred stock net of discount	​		—	​		138,943
Issuance of warrants to Series A preferred stockholders	​		—	​		10,771
Exercise of stock options	​	​	—	​	​	242
Tax-withholding obligation on stock-based compensation	​		(569)	​		(495)
Purchase of treasury stock	​		(1,106)	​		(3,151)
Net cash provided by financing activities	​		4,822	​		405,565
Effect of exchange rate changes on cash	​		100	​		10
Net change in cash and cash equivalents and restricted cash and cash equivalents	​		(22,028)	​		7,637
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period	​		28,075	​		21,047
Cash and cash equivalents and restricted cash and cash equivalents, end of period	​	$	6,047	​	$	28,684
Supplemental disclosure of cash flow data:	​			​
Interest paid, net of capitalized interest	​	$	27,992	​	$	14,334
Income taxes paid	​	$	931	​	$	437
Accrued purchases of property and equipment	​	$	13,368	​	$	11,739
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents	​			​
Cash and cash equivalents	​	$	5,548	​	$	28,185
Restricted cash and cash equivalents	​	​	499	​	​	499
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the statement of cash flows	​	$	6,047	​	$	28,684

See notes to the condensed consolidated financial statements.

​

7

Table of Contents

​

THE ONE GROUP HOSPITALITY, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Summary of Business and Significant Accounting Policies

Description of Business

The ONE Group Hospitality, Inc. and its subsidiaries (collectively, the “Company”) is an international restaurant company that develops, owns and operates, manages, franchises and licenses upscale and polished casual, high-energy restaurants. The Company’s primary restaurant brands are STK, a modern twist on the American steakhouse concept featuring premium steaks, seafood and specialty cocktails in an energetic upscale atmosphere, Benihana, an interactive dining destination with highly skilled chefs preparing food in front of guests and served in an energetic atmosphere alongside fresh sushi and innovative cocktails, Kona Grill, a polished casual bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in a polished casual atmosphere, and RA Sushi, a Japanese cuisine concept that offers a fun-filled, bar-forward, upbeat, and vibrant dining atmosphere anchored by creative sushi, inventive drinks, and outstanding service.

As of September 28, 2025, the Company owned, operated, managed, franchised, or licensed 157 venues, including 29 STKs, 85 Benihanas, 23 Kona Grills and 14 RA Sushis in major metropolitan cities in North America, Europe, Latin America and the Middle East and 6 food and beverage (“F&B“) venues in three hotels and casinos in the United States and Europe. For those restaurants and venues that are managed, licensed or franchised, the Company generates management fees and franchise fees based on top-line revenues and incentive fee revenue based on a percentage of the location’s revenues and profits.

On January 1, 2025, the Company transitioned from a calendar-based fiscal year to a 52/53-week fiscal year. Beginning in 2025, the Company’s fiscal year will end on the last Sunday in December. The Company’s third quarter of 2025 was the 91-day period of June 30, 2025 through September 28, 2025 compared to the third quarter of 2024 which was the 92-day period of July 1, 2024 through September 30, 2024. The nine periods ended September 28, 2025 and the nine months ended September 30, 2024 consisted of the first 271 and 273 days of the 2025 and 2024 fiscal years, respectively. The Company’s fiscal year ending December 28, 2025 will contain 362 days due to the transition. The fiscal year ending December 31, 2024 contained 365 days.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and the accompanying unaudited interim condensed consolidated financial statements (“condensed consolidated financial statements”) of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Certain information and footnote disclosures normally included in annual audited financial statements have been omitted pursuant to SEC rules and regulations. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In the Company’s opinion, the accompanying unaudited interim financial statements reflect all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. Additionally, the Company believes that the disclosures are sufficient for interim financial reporting purposes.

Immaterial Prior Period Restatement

As disclosed in the Form 10-Q for the three periods ended March 30, 2025, subsequent to the issuance of the Company’s Consolidated Financial statements filed on Form 10-K for the period ended December 31, 2024, the Company identified an error in its calculation and recognition of non-cash rent expense for Benihana and RA Sushi from the date of its acquisitions through December 31, 2024, which resulted in the Company understating net loss by $1.3 million. The Company has evaluated the impact of the error and determined that it was not material to the 2024 interim or annual financial statements. However, the cumulative effect of the error in the first quarter of 2025 would have had a material effect on the results of operations for the period. Therefore, the Company has made these immaterial corrections in the comparative prior period within the Condensed Consolidated Financial Statements and related footnotes. The Company has corrected previously reported financial information for related immaterial errors in this Form 10-Q, as applicable.

​

​

​

​

8

Table of Contents

The following table reflects the correction on the affected line items in the Company’s previously reported Condensed Consolidated Balance Sheet for the year ended December 31, 2024.

​

​	​	​	​	​	​	​	​	​	​
​	​	As of December 31, 2024
​	​	Previously		​	​		​	As
​	​	Reported		​	Adjustment		​	Corrected
Operating lease right-of-use assets	​	$	260,204	​	$	127	​	$	260,331
Deferred income taxes, net	​	​	53,682	​	​	600	​	​	54,282
Total assets	​	​	959,353	​	​	727	​	​	960,080
Current portion of operating lease liabilities	​	​	14,998	​	​	296	​	​	15,294
Total current liabilities	​	​	131,095	​	​	296	​	​	131,391
Operating lease liabilities, net of current portion	​	​	291,785	​	​	1,705	​	​	293,490
Total liabilities	​	​	756,748	​	​	2,001	​	​	758,749
Additional paid-in capital	​	​	68,392	​	​	(1,274)	​	​	67,118
Total stockholders’ equity	​	​	47,165	​	​	(1,274)	​	​	45,891
Total equity	​	​	44,520	​	​	(1,274)	​	​	43,246
Total liabilities, Series A preferred stock and stockholders' equity	​		959,353	​	​	727	​	​	960,080

​

The following table reflects the correction on the affected line items in the Company’s previously reported Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2024.

​

​	​	​	​	​	​	​	​	​	​
Condensed Consolidated Statement of Operations
​	​	For the three months ended September 30, 2024
​	​	Previously		​	​		​	As
​	​	Reported		​	Adjustment		​	Corrected
Owned restaurant operating expenses	​	$	125,634	​	$	589	​	$	126,223
Total owned operating expenses	​	​	165,514	​	​	589	​	​	166,103
General and administrative	​	​	12,785	​	​	29	​	​	12,814
Pre-opening expenses	​	​	2,110	​	​	8	​	​	2,118
Total costs and expenses	​	​	196,995	​	​	626	​	​	197,621
Operating income	​	​	(3,020)	​	​	(626)	​	​	(3,646)
Loss before benefit for income taxes	​	​	(13,699)	​	​	(626)	​	​	(14,325)
Benefit for income taxes	​	​	(4,644)	​	​	(212)	​	​	(4,856)
Net loss	​	​	(9,055)	​	​	(414)	​	​	(9,469)
Net loss attributable to The ONE Group Hospitality, Inc.	​	​	(8,890)	​	​	(414)	​	​	(9,304)
Net loss available to common stockholders	​	​	(16,015)	​	​	(414)	​	​	(16,429)
Basic net loss per common share	​	​	(0.52)	​	​	(0.01)	​	​	(0.53)
Diluted net loss per common share	​	​	(0.52)	​	​	(0.01)	​	​	(0.53)

​

​	​	​	​	​	​	​	​	​	​
​	​	For the nine months ended September 30, 2024
​	​	Previously		​	​		​	As
​	​	Reported		​	Adjustment		​	Corrected
Owned restaurant operating expenses	​	$	278,464	​	$	1,169	​	$	279,633
Total owned operating expenses	​	​	372,935	​	​	1,169	​	​	374,104
General and administrative	​	​	30,941	​	​	41	​	​	30,982
Pre-opening expenses	​	​	7,528	​	​	20	​	​	7,548
Total costs and expenses	​	​	453,450	​	​	1,230	​	​	454,680
Operating income	​	​	(1,986)	​	​	(1,230)	​	​	(3,216)
Loss before benefit for income taxes	​	​	(26,757)	​	​	(1,230)	​	​	(27,987)
Benefit for income taxes	​	​	(8,180)	​	​	(403)	​	​	(8,583)
Net loss	​	​	(18,577)	​	​	(827)	​	​	(19,404)
Net loss attributable to The ONE Group Hospitality, Inc.	​	​	(17,888)	​	​	(827)	​	​	(18,715)
Net loss available to common stockholders	​	​	(29,551)	​	​	(827)	​	​	(30,378)
Basic net loss per common share	​	​	(0.95)	​	​	(0.03)	​	​	(0.97)
Diluted net loss per common share	​	​	(0.95)	​	​	(0.03)	​	​	(0.97)

​

​

​

​

9

Table of Contents

​	​	​	​	​	​	​	​	​	​
Condensed Consolidated Statement of Comprehensive Income (Loss)
​	​	For the three months ended September 30, 2024
​	​	Previously		​	​		​	As
​	​	Reported		​	Adjustment		​	Corrected
Net loss	​	$	(9,055)	​	$	(414)	​	$	(9,469)
Comprehensive loss	​	​	(8,981)	​	​	(414)	​	​	(9,395)
Comprehensive loss attributable to The ONE Group Hospitality, Inc.	​	​	(8,816)	​	​	(414)	​	​	(9,230)
Comprehensive loss attributable to common stockholders	​	​	(15,941)	​	​	(414)	​	​	(16,355)

​

​	​	​	​	​	​	​	​	​	​
​	​	For the nine months ended September 30, 2024
​	​	Previously		​	​		​	As
​	​	Reported		​	Adjustment		​	Corrected
Net loss	​	$	(18,577)	​	$	(827)	​	$	(19,404)
Comprehensive loss	​	​	(18,560)	​	​	(827)	​	​	(19,387)
Comprehensive loss attributable to The ONE Group Hospitality, Inc.	​	​	(17,871)	​	​	(827)	​	​	(18,698)
Comprehensive loss attributable to common stockholders	​	​	(29,534)	​	​	(827)	​	​	(30,361)

​

​	​	​	​	​	​	​	​	​	​
Condensed Consolidated Statement of Stockholders' Equity and Series A Preferred Stock
​	​	For the three months ended September 30, 2024
​	​	Previously		​	​		​	As
​	​	Reported		​	Adjustment		​	Corrected
Additional paid-in capital	​	$	72,554	​	$	(827)	​	$	71,727
Stockholders' equity	​	​	51,442	​	​	(827)	​	​	50,615
Total equity	​	​	48,937	​	​	(827)	​	​	48,110

​

​	​	​	​	​	​	​	​	​	​
Condensed Consolidated Statement of Cash Flows
​	​	For the nine months ended September 30, 2024
​	​	Previously		​	​		​	As
​	​	Reported		​	Adjustment		​	Corrected
Net loss	​	$	(18,577)	​	$	(827)	​	$	(19,404)
Deferred taxes	​	​	(8,376)	​	​	(403)	​	​	(8,779)
Operating lease liabilities and right-of-use assets	​	​	5,172	​	​	1,230	​	​	6,402

​

Prior Period Reclassifications

The Company reclassified $0.5 million from transaction and exit costs on the Condensed Consolidated Statements of Operations to lease termination and exit costs related to a Kona Grill location closed in 2024 to conform to current year presentation.

Certain reclassifications were made to conform the prior period segment reporting to the current year presentation. Refer to Note 15 – Segment Reporting for additional information regarding the Company’s reportable operating segments.

Significant Accounting Policies

Goodwill. Goodwill consists of goodwill associated with the Benihana Acquisition (as definited below). Goodwill is not amortized and is tested for impairment annually as of the last day of our tenth fiscal period or on an interim basis whenever events or changes in circumstances indicate a potential impairment.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires detailed qualitative and quantitative disclosures for certain costs and expenses on the income statement. The amendment is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt this ASU in the 2025 Form 10-K.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to its condensed consolidated financial statements.

10

Table of Contents

Note 2 – Benihana Acquisition

On May 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. and its affiliates comprised of 93 company owned restaurants and 12 franchised restaurants (the “Benihana Acquisition”). Safflower Holdings Corp. beneficially owned most of the Benihana restaurants, as well as all of the RA Sushi restaurants, in the U.S. The Company purchased the equity interests for a contractual price of $365.0 million, subject to customary adjustments. The Company believes that Benihana is complementary to its existing brands and will enable the Company to capture market share in the Vibe Dining segment.

​

The assets and liabilities of Benihana were recorded at their respective fair values as of the date of acquisition. The fair values are set forth below (amounts in thousands).

​

​	​	​	​
Purchase consideration:	​		​
Contractual purchase price	​	$	365,000
Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable	​	​	25,117
Working capital adjustment	​	​	1,151
Cash consideration paid	​	​	391,268
​	​	​	​
Net assets acquired:	​	​	​
Cash and cash equivalents	​	$	20,879
Restricted cash and cash equivalents	​	​	551
Credit card receivable	​	​	3,687
Inventory	​	​	4,405
Other current assets	​	​	7,471
Property and equipment	​		102,552
Operating lease right-of-use assets	​		182,346
Deferred tax assets, net	​	​	30,345
Intangible assets	​		117,800
Other assets	​		2,899
Accounts payable	​		(9,851)
Accrued expenses	​	​	(30,375)
Other current liabilities	​		(3,639)
Operating lease liabilities	​		(189,181)
Other long-term liabilities	​	​	(4,404)
Total net assets acquired	​	​	235,485
Goodwill	​	$	155,783

​

The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill at Benihana. The portion of the purchase price attributable to goodwill represents benefits expected because of the acquisition, including sales and unit growth opportunities in addition to supply-chain and support-cost synergies. The Benihana and RA Sushi tradenames have an indefinite life based on the expected use of the asset and the regulatory and economic environment within which it is being used. The tradenames represent highly respected brands with positive connotations, and the Company intends to cultivate and protect the use of the brands. Goodwill and indefinite-lived tradenames are not amortized but are reviewed annually for impairment or more frequently if indicators of impairment exist. Goodwill is not deductible for tax purposes as the Benihana Acquisition was a stock transaction.

​

The Company incurred $2.6 million and $10.3 million for transition and related integration efforts in the three and nine periods ended September 28, 2025, respectively. The Benihana Acquisition resulted in actual revenues of $368.8 million and net income of $4.8 million in the condensed consolidated statements of operations for the nine periods ended September 28, 2025. The Company does not expect future material transition and integration expenses.

​

The following unaudited pro forma results of operations for the three and nine months ended September 30, 2024 give effect to the Benihana Acquisition as if it had occurred on January 1, 2024 (in thousands):

​

​	​	​	​	​	​	​
​	​	For the three months ended September 30,		​	For the nine months ended September 30,
​		2024			2024
Total Revenues	​	$	193,975	​	$	625,001
Net income	​	$	(2,452)	​	$	6,891

​

​

​

11

Table of Contents

Note 3 – Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):

​

​	​	​	​	​	​	​
​	​	September 28,		​	December 31,
​	​	2025		​	2024
Furniture, fixtures and equipment	​	$	87,279	​	$	80,362
Leasehold improvements	​		265,270	​		247,575
Less: accumulated depreciation	​		(108,962)	​		(88,638)
Subtotal	​		243,587	​		239,299
Construction in progress	​		36,065	​		31,982
Restaurant smallwares	​		5,210	​		4,839
Total	​	$	284,862	​	$	276,120

​

Depreciation related to property and equipment was $11.4 million and $9.3 million for the three periods ended September 28, 2025 and the three months ended September 30, 2024, respectively, and $31.5 million and $22.3 million for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, respectively, presented within depreciation and amortization expense in the condensed consolidated statement of operations. The Company also recorded $3.4 million in accelerated depreciation relating to property and equipment for the restaurants closed during 2025, which is presented in lease termination and exit expenses within the condensed consolidated statement of operations. The Company depreciates construction in progress upon such assets being placed into service.

​

During the three and nine periods ended September 28, 2025, the Company recorded non-cash impairment charges of $2.7 million on property and equipment, net primarily related to performance of restauarants with upcoming lease expirations.

​

Note 4 – Intangibles, Net

Intangibles, net consists of the following (in thousands):

​	​	​	​	​	​	​
​	​	September 28,		​	December 31,
​		2025			2024
Indefinite-lived intangible assets	​	​	​	​	​	​
Tradenames	​	$	134,400	​	$	134,400
Finite-lived intangible assets	​	​	​	​	​	​
Franchise agreements	​	​	800	​	​	800
Other finite-lived intangible assets	​	​	335	​	​	152
Total finite-lived intangible assets	​	​	1,135	​	​	952
Less: accumulated amortization	​		(2,289)	​		(2,241)
Total intangibles, net	​	$	133,246	​	$	133,111

​

Intangible assets consist of the indefinite-lived “Benihana”, “Kona Grill” and “RA Sushi” trade names and other finite-lived intangible assets that are amortized using the straight-line method over their estimated useful life of 5 to 15 years. The amortization expense was nominal for the three and nine periods ended September 28, 2025 and the three and nine months ended September 30, 2024. The Company’s estimated aggregate amortization expense for each of the five succeeding fiscal years is $0.1 million annually.

​

​

Note 5 – Accrued Expenses

Accrued expenses consist of the following (in thousands):

​	​	​	​	​	​	​
​	​	September 28,		​	December 31,
​	​	2025		​	2024
VAT and sales taxes	​	​	8,776		​	10,120
Interest	​	​	6,481	​	​	6,681
Insurance	​		6,046	​	​	4,388
Amounts due to landlords	​	​	4,149	​		5,339
New restaurant construction	​		3,422	​	​	6,923
Legal, professional and other services	​		2,570	​		1,692
Income taxes and related	​	​	304	​	​	471
Lease termination	​	​	500	​	​	—
Other (1)	​		14,208	​		12,725
Total	​	$	46,456	​	$	48,339

(1) Amount primarily relates to recurring restaurant operating expenses.

​

12

Table of Contents

Note 6 – Long-Term Debt

​

Long-term debt consists of the following (in thousands):

​

​	​	​	​	​	​	​
​	​	September 28,		​	December 31,
​	​	2025		​	2024
Term loan agreements	​	$	346,500	​	$	348,250
Revolving credit facility	​	​	5,500	​	​	—
Equipment security notes	​		2,998	​		—
Total long-term debt	​		354,998	​		348,250
Less: current portion of long-term debt	​		(9,307)	​		(6,125)
Less: debt issuance costs	​		(443)	​		(534)
Less: debt original issuance discount	​		(11,207)	​		(13,481)
Total long-term debt, net of current portion	​	$	334,041	​	$	328,110

​

Interest expense, net for the Company’s debt arrangements, excluding the amortization of debt issuance costs, debt original issuance discount and fees, was $9.5 million and $10.0 million for the three periods ended September 28, 2025 and the three months ended September 30, 2024, respectively, and $27.8 million and $19.3 million for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, respectively. Capitalized interest was $0.2 million and $1.1 million for the three and nine periods ended September 28, 2025, respectively. Capitalized interest was $0.9 million and $1.8 million for the three and nine months ended September 30, 2024, respectively.

As of September 28, 2025, the Company had $5.5 million in outstanding borrowings and $5.8 million in standby letters of credit outstanding under its revolving credit facility and $28.7 million available in its revolving credit facility, subject to certain conditions.

Credit and Guarantee Agreement

In connection with the Benihana Acquisition, on May 1, 2024, the Company entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., HPS Investment Partners, LLC and HG Vora Capital Management, LLC (collectively, the “Lenders”). The Credit Agreement provides a $350.0 million senior secured term loan facility (the “Term Loan Facility”) and a $40.0 million senior secured revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Facilities”), up to $10.0 million of which will be available in the form of letters of credit. On May 1, 2024, the Company borrowed $350.0 million under the Term Loan Facility. In the third quarter of 2025, the Company had borrowings, net of repayments, of $5.5 million on the Revolving Facility.

The Term Loan Facility is not subject to a financial covenant and the Revolving Facility’s financial covenant will apply only after 35% of the Revolving Facility’s capacity has been drawn.

The Term Loan Facility bears interest at a margin over a reference rate selected at the option of the borrower. The margin for the Term Loan Facility is 6.5% per annum for SOFR borrowings and 5.5% per annum for base rate borrowings. The Term Loan Facility matures on the fifth anniversary of the date of the related loan agreement. The Term Loan Facility is payable in quarterly installments commencing with the fiscal quarter ending September 30, 2024, and are 1% per annum for the first year (through June 30, 2025), then 2.5% per annum for the next two years (through June 2027), then 5% per annum thereafter through maturity on April 30, 2029.

The Revolving Facility bears interest at a margin over a reference rate selected at the option of the borrower. The margin for the Revolving Facility is set quarterly based on the Company’s Consolidated Net Leverage Ratio for the preceding four fiscal quarters and ranges from 5.5% to 6.0% per annum for SOFR borrowings and 4.5% to 5.0% for base rate borrowings. The Revolving Facility matures on November 1, 2028.

The Company’s weighted average interest rate on the borrowings under the Credit Agreement as of September 28, 2025 was 10.8%.

As of September 28, 2025, the Company had $0.4 million of debt issuance costs and $11.2 million of debt original issuance discount related to the Credit Agreement, which were capitalized and are recorded as a direct deduction to long-term debt and less than $0.1 million in debt issuance costs and $1.2 million of debt original issuance discount recorded in Other Assets on the condensed consolidated balance sheets.

​

Equipment Security Notes

​

Between July 10, 2025 and September 23, 2025, the Company entered into three Equipment Security Notes with Banc of America Leasing & Capital, LLC in an aggregate amount of $3.0 million to purchase restaurant equipment (the “Equipment Security Notes”). The Equipment Security Notes bear interest at rates ranging from 7.09% to 7.19% per annum, and are each payable in 60 equal monthly installments, inclusive of interest. Each of the Equipment Security Notes is secured by the equipment purchased with the proceeds of such note. As of September 28, 2025, the amount outstanding under the Equipment Security Notes was approximately $3.0 million.

13

Table of Contents

Debt Extinguishment

​

On October 4, 2019, the Company entered into a credit agreement with Goldman Sachs, which was replaced with the Credit Agreement described above on May 1, 2024. The Goldman Sachs credit agreement provided for a secured revolving credit facility of $12.0 million, a $25.0 million term loan and a $50.0 million delayed draw term loan. On May 1, 2024, the outstanding loan balance was repaid and the unamortized debt issuance costs of $1.7 million and fees incurred of $2.4 million were recognized as a loss on early debt extinguishment on the condensed consolidated statements of operations.

​

Note 7 – Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses are carried at cost, which approximates fair value. Long-lived assets are measured and disclosed at fair value on a nonrecurring basis if an impairment is identified. During the three and nine periods ended September 28, 2025, the Company completed an impairment analysis on assets related to restaurants that have upcoming lease expirations using a discounted cash flow model. The Company recorded non-cash impairment charges of $3.4 million on property and equipment, net and operating lease right-of-use-assets using Level 3 inputs.

The Company’s long-term debt, including the current portion, is carried at cost on the condensed consolidated balance sheets. Fair value of long-term debt, including the current portion, is valued using Level 2 inputs including current applicable rates for similar instruments and approximates the carrying value of such obligations.

The Company’s purchase price allocations for the Benihana Acquisition were measured at fair value on a nonrecurring basis primarily using Level 3 inputs.

Note 8 – Income Taxes

For both the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, the Company has computed its interim tax provision using the estimated annual effective tax rate method.

​

The Company’s effective income tax rate was (222.0)% for the nine periods ended September 28, 2025 compared to 30.6% for the nine months ended September 30, 2024. The Company’s effective tax rate for the nine periods ended September 28, 2025 differs from the statutory U.S. tax rate of 21% due to the establishment of a valuation allowance against the Company’s deferred tax assets.

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended September 28, 2025. Accordingly, the Company recorded a full valuation allowance during the three and nine periods ended September 28, 2025. As a result, the Company recorded a tax expense of $59.1 million and $60.1 million for the three and nine periods ended September 28, 2025, respectively.

The Company recorded a tax benefit of $8.6 million for the nine months ended September 30, 2024.The Company’s effective tax rate, for the nine months ended September 30, 2024, differs from the statutory U.S. tax rate of 21% primarily due to the following: (i) tax credits for FICA taxes on certain employees’ tips; (ii) taxes owed in foreign jurisdictions with tax rates that differ from the U.S. statutory rate; (iii) taxes owed in state and local jurisdictions; and (iv) the tax effect of non-deductible compensation; and (v) transaction costs associated with the Benihana Acquisition. The income tax amounts recorded for the nine months ended September 30, 2024 included the discrete period tax benefits resulting from the vesting of restricted stock units.

The Company is subject to U.S. federal, state, local and various foreign income taxes for the jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the normal course of business, the Company is subject to examination by federal, state, local and foreign taxing authorities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), was enacted, which includes a broad range of tax reform provisions, including changes to bonus depreciation and interest expense, among others. Any impact as a result of a change in tax law is recorded in the period of enactment. As such, the effects of the OBBBA are reflected in the Company's provision for income taxes as of and for the three and nine periods ended September 28, 2025. The OBBBA did not have a material effect on income tax expense for the nine periods ended September 28, 2025

​

​

14

Table of Contents

Note 9 – Revenue Recognition

The following table provides information about contract liabilities, which include deferred license revenue, deferred gift card revenue, advanced party deposits and the Friends with Benefits rewards program (in thousands):

​	​	​	​	​	​	​
​		September 28,		​	December 31,
​	​	2025		​	2024
Deferred license revenue (1)	​	$	126	​	$	204
Deferred gift card and gift certificate revenue (2)	​	$	3,226	​	$	5,984
Advanced party deposits (2)	​	$	672	​	$	556
Friends with Benefits rewards program (3)	​	$	287	​	$	201

(1) Includes the current and long-term portion of deferred license revenue which are included in other current liabilities and other long-term liabilities on the condensed consolidated balance sheets.

(2) Deferred gift card revenue and advance party deposits on goods and services yet to be provided are included in deferred gift card revenue and other on the condensed consolidated balance sheets.

(3) Friends with Benefits rewards program is included in accrued expenses on the condensed consolidated balance sheets.

​

Revenue recognized during the period from contract liabilities as of the preceding fiscal year end date is as follows (in thousands):

​	​	​	​	​	​	​
​		September 28,			September 30,
​	​	2025		​	2024
Revenue recognized from deferred license revenue	​	$	34	​	$	33
Revenue recognized from deferred gift card revenue	​	$	3,711	​	$	1,106
Revenue recognized from advanced party deposits	​	$	508	​	$	361

​

The estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of September 28, 2025 were as follows for each year ending (in thousands):

​

​	​	​	​
2025, three periods remaining		$	8
2026		​	25
2027		​	22
2028		​	22
2029		​	16
Thereafter		​	33
Total future estimated deferred license revenue	​	$	126

​

​

​

​

Note 10 – Leases

The components of lease expense for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024 are as follows (in thousands):

​

​	​	​	​	​	​	​	​
​	​	September 28,			September 30,
​	​	2025			2024
Lease cost	​	​	​	​	​	​	​
Operating lease cost		$	34,756		$	25,825	​
Finance lease cost	​	​	​	​	​	​	​
Amortization of ROU assets	​	​	155	​	​	157	​
Interest on lease liabilities	​	​	65	​	​	66	​
Total finance lease cost	​	​	220	​	​	223	​
Variable lease cost (1)	​	​	14,620	​	​	16,860	​
Short-term lease cost	​	​	3,073	​	​	1,447	​
Total lease cost		$	52,669		$	44,355	​
​	​	​	​	​	​	​	​
Weighted average remaining lease term	​	​	​	​	​	​	​
Operating leases	​	​	13 years	​	​	13 years	​
Finance leases	​	​	3 years	​	​	4 years	​
Weighted average discount rate	​	​	​	​	​	​	​
Operating leases	​	​	10.40	%	​	10.31	%
Finance leases	​	​	11.14	%	​	11.14	%

(1) Variable lease cost is comprised of percentage rent and common area maintenance.

​

15

Table of Contents

During the three and nine periods ended September 28, 2025, the Company recorded non-cash impairment charges of $0.7 million on operating lease right-of-use assets related to restauarants with upcoming lease expirations

​

Supplemental cash flow information related to leases for the period was as follows (in thousands):

​	​	​	​	​	​	​
​		September 28,			December 31,
​	​	2025		​	2024
Finance lease right-of-use assets (1)	​	$	592	​	$	849
Current portion of finance lease liabilities (1)	​		178	​		189
Long-term portion of finance lease liabilities (1)	​	​	494	​	​	754

(1) Finance lease assets and liabilities are included in other assets, other current liabilities, and other long-term liabilities on the condensed consolidated balance sheet.

​

​	​	​	​	​	​	​
​	​	September 28,		​	September 30,
​	​	2025		​	2024
Cash paid for amounts included in the measurement of lease liabilities:		​	​	​	​	​
Operating cash flows from operating leases	​	$	31,309	​	$	21,479
Operating cash flows from finance leases	​	$	155	​	$	157
Financing cash flows from finance leases	​	$	252	​	$	199
Right-of-use assets obtained in exchange for lease obligations:	​	​	​	​	​	​
Operating leases	​	$	4,608	​	$	3,081

​

The Company has entered into ten operating leases for future restaurants that have not commenced as of September 28, 2025. The present value of the aggregate future commitment related to these leases, net of tenant improvement allowances received from the landlord, is estimated to be $34.9 million. The Company expects these leases, which have initial lease terms of 10 to 20 years, to commence within the next twelve months.

As of September 28, 2025, maturities of the Company’s operating lease liabilities are as follows (in thousands):

​

​	​	​	​
2025, three periods remaining	​	$	7,567
2026	​	​	40,365
2027	​	​	44,309
2028	​	​	44,442
2029	​	​	45,126
Thereafter	​	​	395,884
Total lease payments	​	​	577,693
Less: imputed interest	​	​	(278,822)
Present value of operating lease liabilities		$	298,871

​

​

As of September 28, 2025, maturities of the Company’s finance lease liabilities are as follows (in thousands):

​

​	​	​	​
2025, three periods remaining	​	$	94
2026	​	​	240
2027	​	​	240
2028	​	​	220
Total lease payments	​	​	794
Less: imputed interest	​	​	(122)
Present value of finance lease liabilities		$	672

​

​

Note 11 – Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period and income available to common stockholders. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect of potential shares of common stock including common stock issuable pursuant to stock options, warrants, and restricted stock units. The two-class method for computing earnings per share will be utilized when applicable.

16

Table of Contents

For the three and nine periods ended September 28, 2025 and the three and nine months ended September 30, 2024, net loss per share was calculated as follows (in thousands, except net loss per share and related share data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three periods ended September 28,

For the three months ended September 30,

For the nine periods ended September 28,

​

For the nine months ended September 30,

​

2025

2024

2025

2024

Net loss attributable to The ONE Group Hospitality, Inc.

​

$

(76,740)

​

$

(9,304)

​

$

(85,869)

​

$

(18,715)

Series A Preferred Stock paid-in-kind dividend and accretion

​

​

(8,535)

​

​

(7,125)

​

​

(24,263)

​

​

(11,663)

Net loss available to common stockholders

​

​

(85,275)

​

​

(16,429)

​

​

(110,132)

​

​

(30,378)

​

​

​

​

​

​

Basic weighted average shares outstanding

​

30,966,736

​

31,008,275

​

30,982,081

​

31,256,946

Dilutive effect of stock options, warrants and restricted share units

​

—

​

—

​

—

​

—

Diluted weighted average shares outstanding

​

30,966,736

​

31,008,275

​

30,982,081

​

31,256,946

​

​

​

​

​

Basic net loss per common share

​

$

(2.75)

​

$

(0.53)

​

$

(3.55)

​

$

(0.97)

Diluted net loss per common share

​

$

(2.75)

​

$

(0.53)

​

$

(3.55)

​

$

(0.97)

​

For the three periods ended September 28, 2025 and the three months ended September 30, 2024, 3.6 million and 3.1 million, respectively, of stock options, warrants and restricted share units were determined to be anti-dilutive and were therefore excluded from the calculation of diluted earnings per share. For the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, respectively, 3.5 million and 2.3 million of stock options, warrants and restricted share units were anti-dilutive.

Note 12 – Series A Preferred Stock

​

On May 1, 2024, the Company issued 160,000 shares of Series A Preferred Stock for $160.0 million, subject to a 5% original issuance discount. Additionally, the Company recorded an additional discount of $2.3 million for expenses paid to the holders of the Series A Preferred Stock in connection with the issuance of the Series A Preferred Stock.

​

The Series A Preferred Stock is non-voting and non-convertible; has compounding dividends that begin at a rate of 13.0% per annum and increase over time at specified intervals; is subject to optional redemption by the Company and mandatory redemption following specified events and in certain circumstances upon the exercise by the holders of a majority of the outstanding shares of Series A Preferred Stock of an option to deliver written notice to the Company to require redemption, in each case, for specified prices; and gives certain consent rights for the holders of a majority of the outstanding shares of Series A Preferred Stock for specified matters.

​

The Company records the paid-in-kind dividend and accretion of the Series A Preferred Stock using the effective interest method based on a future redemption value of $247.4 million payable in 2027, the earliest date at which the Company can redeem the Series A Preferred Stock. During the three and nine periods ended September 28, 2025, the Company recorded paid-in-kind dividends and accretion of the Series A Preferred Stock of $8.5 million and $24.3 million, respectively.

​

Redemption Rights

​

On and after May 1, 2029, holders of the Series A Preferred Stock have the right to require redemption of all or any part of the Series A Preferred Stock for an amount equal to the liquidation preference after the fifth anniversary, upon an acceleration of material indebtedness or upon a change-of-control. However, at any time between the third and fourth anniversary of the issuance date, the Company may repurchase all or some of the preferred stock for 102.5% of the liquidation preference. At any time after the fourth anniversary, the Company may repurchase all of some of the preferred stock for 100% of the liquidation preference.

​

Since the redemption of the Series A Preferred Stock is contingently redeemable and therefore not certain to occur, the Series A Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, the Series A Preferred Stock is classified separately from stockholders’ equity in the condensed consolidated balance sheets.

​

Note 13 – Stockholder’s Equity

Preferred Stock

The Company is authorized to issue 9,840,000 shares of preferred stock, excluding the Series A Preferred Stock, with a par value of $0.0001. There were no shares of preferred stock that were issued or outstanding at September 28, 2025 or December 31, 2024, other than the Series A Preferred Stock discussed above.

​

​

​

17

Table of Contents

Common Stock

The issuance of a dividend is dependent on a variety of factors, including but not limited to, available cash and the overall financial condition of the Company. The issuance of a dividend is also subject to legal restrictions and the terms of the Company’s credit agreement. The Company did not issue dividends related to its common stock in the nine periods ended September 28, 2025 or the nine months ended September 30, 2024, respectively.

​

Stock Purchase Program

​

The Company’s Board of Directors authorized a repurchase program of up to $15.0 million of outstanding common stock that was completed in December 2023. In March 2024, the Company’s Board of Directors authorized an additional $5.0 million of repurchases under this program. During the three and nine periods ended September 28, 2025, the Company paid an aggregate consideration of $0.2 million and $1.1 million, respectively, for the repurchases of 0.1 million and 0.4 million shares, respectively. During the three and nine months ended September 30, 2024, the Company spent $2.3 million and $3.2 million, respectively, for the repurchase of 0.6 million and 0.7 million shares, respectively. As of September 28, 2025, the Company had repurchased 3,390,247 shares for $19.3 million under the repurchase program.

​

Warrants

In connection with the Benihana Acquisition, on May 1, 2024, the Company issued both market and penny warrants to the following holders of the Series A Preferred Stock. The holders of the penny warrants are entitled to receive any dividends issued to common stockholders. The Company has the following warrants to purchase shares of common stock outstanding as of September 28, 2025 and December 31, 2024.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Warrants

​

Exercise

​

Shares available for purchase

Issuance date

​

Holder of warrants

​

Expiration date

​

Issued

​

Price

​

September 28, 2025

​

December 31, 2024

May 1, 2024

​

HPC III Kaizen LP

​

May 1, 2029

​

1,000,000

​

$

10.00

​

1,000,000

​

1,000,000

May 1, 2024

​

HPS and affiliates

​

May 1, 2029

​

66,667

​

$

10.00

​

66,667

​

66,667

May 1, 2024

​

HPC III Kaizen LP

​

May 1, 2034

​

1,786,582

​

$

0.01

​

1,786,582

​

1,786,582

May 1, 2024

​

HPS and affiliates

​

May 1, 2034

​

119,105

​

$

0.01

​

119,105

​

119,105

​

​

Note 14 – Stock-Based Compensation and Warrants

Stock-Based Compensation

​

As of September 28, 2025, the Company had 1,825,747 shares available for issuance under the Company’s 2019 Equity Incentive Plan (the “2019 Equity Plan”).

Stock-based compensation cost was $1.2 million and $1.6 million for the three periods ended September 28, 2025 and the three months ended September 30, 2024, respectively, and $4.3 million and $4.4 million for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, respectively. Stock-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations. Included in stock-based compensation cost was $0.2 million and $0.6 million of stock granted to directors for the three and nine periods ended September 28, 2025, respectively, compared to $0.2 million and $0.5 million for the three and nine months ended September 30, 2024, respectively. Such grants were awarded consistent with the Board of Director’s compensation practices. Stock-based compensation for the three and nine periods ended September 28, 2025 included $0.2 million and $0.7 million, respectively, of compensation costs for performance stock units that contain both a market condition and time element (“PSUs”) compared to $0.2 million and $0.6 million for the three and nine months ended September 30, 2024, respectively.

Stock Option Activity

Stock options in the table below include both time-based and market condition-based awards. Changes in stock options during the nine periods ended September 28, 2025 were as follows:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​		​	Weighted	​	​	​
​	​	​	​	Weighted		​	average	​	Intrinsic
​	​	​	​	average exercise		​	remaining	​	value
​		Shares		price			contractual life		(thousands)
Outstanding at December 31, 2024		838,284	​	$	3.11		4.72 years	​	$	567
Granted		—	​	​	—			​
Exercised		—	​	​	—			​
Cancelled, expired or forfeited		(9,356)	​	​	5.73		​	​
Outstanding at September 28, 2025		828,928	​	$	3.08		3.72 years	​	$	360
Exercisable at September 28, 2025	​	828,928	​	$	3.08	​	3.72 years	​	$	360

​

​

​

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Table of Contents

A summary of the status of the Company’s non-vested stock options during the nine periods ended September 28, 2025 is presented below:

​

​	​	​	​	​	​
​	​	​	​	Weighted
​	​	​	​	average exercise
​	​	Shares	​	price
Non-vested stock options at December 31, 2024		259,342	​	$	5.73
Granted		—	​	​	—
Vested		(249,986)	​	​	5.73
Cancelled, expired or forfeited		(9,356)	​	​	5.73
Outstanding at September 28, 2025		—	​	$	—

​

The fair value of options that vested in the nine periods ended September 28, 2025 was $0.9 million. As of September 28, 2025, there is no unrecognized compensation cost related to non-vested awards.

Restricted Stock Unit Activity

The Company issues restricted stock units (“RSUs”) under the 2019 Equity Plan. RSUs in the table below include time-based awards. The fair value of time-based RSUs is determined based upon the closing market value of the Company’s common stock on the grant date.

A summary of the status of RSUs and changes during the nine periods ended September 28, 2025 is presented below:

​

​	​	​	​	​	​
​	​	​	​	Weighted average
​		Shares		grant date fair value
Non-vested RSUs at December 31, 2024		973,100	​	$	6.66
Granted		900,689	​		3.02
Vested		(451,762)	​		7.81
Cancelled, expired or forfeited		(178,630)	​		4.18
Non-vested RSUs at September 28, 2025		1,243,397	​	$	3.96

​

As of September 28, 2025, the Company had approximately $3.9 million of unrecognized compensation costs related to RSUs, which will be recognized over a weighted average period of 1.9 years.

Performance Stock Unit Activity

The Company issues PSUs under the 2019 Equity Plan. PSUs in the table below include both a market condition and time element. The PSUs may be earned based on achieving common stock price targets within a time period, and if earned, will vest and be settled based on a time element specified in the respective agreement For PSUs granted during 2025, the Company, with the assistance of a third-party specialist, calculated the fair value using the Monte Carlo Simulation, a risk-free rate of 3.9%, a starting common stock value of $2.98, volatility of 71%, and a standard normal distribution. The PSUs were valued at $0.3 million and are amortized evenly over 36 months. 

A summary of the status of PSUs and changes during the nine periods ended September 28, 2025 is presented below:

​

​	​	​	​	​	​
​	​	​	​	Weighted average
​		Shares		grant date fair value
Non-vested PSUs at December 31, 2024		473,166	​	$	5.63
Granted		118,367	​		2.49
Vested		—	​		—
Cancelled, expired or forfeited		(33,045)	​		3.41
Non-vested PSUs at September 28, 2025		558,488	​	$	5.10

​

As of September 28, 2025, the Company had $1.1 million of unrecognized compensation costs related to PSUs, which will be recognized over a weighted average period of 1.3 years.

​

19

Table of Contents

Note 15 – Segment Reporting

The Company has identified its reportable operating segments as follows:

● STK. The STK segment consists of the results of operations from STK restaurants and ONE Hospitality restaurant locations, as well as management, license and incentive fee revenue generated from the STK brand and ONE Hospitality restaurants.

● Benihana. The Benihana segment consists of the results of operations from Benihana restaurant locations, as well as franchise revenue from the Benihana brand.

● Grill Concepts. The Grill Concepts segment consists of the results of operations of Kona Grill and RA Sushi restaurant locations.

​

The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), manages the business and allocates resources via a combination of restaurant sales reports and operating segment profit information, defined as owned restaurant net revenues less owned restaurant cost of sales and owned restaurant operating expenses. The CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.

Certain financial information relating to the three and nine periods ended September 28, 2025 and the three and nine months ended September 30, 2024 for each segment is provided below (in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

STK

Benihana

Grill Concepts

Other(1)

Total

For the three periods ended September 28, 2025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenue

$

45,832

​

$

99,994

​

$

31,383

​

$

215

​

$

177,424

Owned restaurant cost of sales

​

​

(11,131)

​

​

(19,318)

​

​

(6,961)

​

​

(2)

​

​

(37,412)

Owned restaurant operating expenses

​

​

(28,822)

​

​

(66,748)

​

​

(24,303)

​

​

(28)

​

​

(119,901)

Restaurant operating profit

​

​

5,879

​

​

13,928

​

​

119

​

​

185

​

​

20,111

Management, license, franchise and incentive fee revenue

​

​

2,234

​

​

467

​

​

—

​

​

75

​

​

2,776

General and administrative expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(12,028)

Stock based compensation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,246)

Depreciation and amortization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(11,530)

Loss on impairment of long-lived assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(3,386)

Transition and integration expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(2,607)

Pre-opening expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(698)

Transaction and exit costs

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(13)

Lease termination and exit income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

278

Other income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

470

Interest expense, net of interest income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(10,483)

Loss before benefit for income taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(18,356)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Reconciliation of total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

177,424

Management, license, franchise, and incentive fee revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2,776

Total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

$

180,200

​

​

​

​

​

​

​

​

​

20

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

STK

Benihana

Grill Concepts

Other(1)

Total

For the three months ended September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenue

​

$

44,724

​

$

103,770

​

$

41,834

​

$

259

​

$

190,587

Owned restaurant cost of sales

​

​

(10,941)

​

​

(19,801)

​

​

(9,130)

​

​

(8)

​

​

(39,880)

Owned restaurant operating expenses

​

​

(27,236)

​

​

(66,859)

​

​

(32,071)

​

​

(57)

​

​

(126,223)

Restaurant operating profit

​

​

6,547

​

​

17,110

​

​

633

​

​

194

​

​

24,484

Management, license, franchise and incentive fee revenue

​

​

2,667

​

​

675

​

​

—

​

​

46

​

​

3,388

General and administrative expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(11,234)

Stock based compensation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,580)

Depreciation and amortization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(9,416)

Transition and integration expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(6,274)

Pre-opening expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(2,118)

Transaction and exit costs

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(850)

Other income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(46)

Interest expense, net of interest income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(10,679)

Loss before benefit for income taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(14,325)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Reconciliation of total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

190,587

Management, license, franchise and incentive fee revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

3,388

Total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

$

193,975

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

STK

Benihana

Grill Concepts

Other(1)

Total

For the nine periods ended September 28, 2025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenue

$

152,017

​

$

330,735

​

$

105,489

​

$

488

​

$

588,729

Owned restaurant cost of sales

​

​

(36,577)

​

​

(64,246)

​

​

(22,892)

​

​

(7)

​

​

(123,722)

Owned restaurant operating expenses

​

​

(91,169)

​

​

(208,903)

​

​

(77,859)

​

​

(238)

​

​

(378,169)

Restaurant operating profit

​

​

24,271

​

​

57,586

​

​

4,738

​

​

243

​

​

86,838

Management, license, franchise and incentive fee revenue

​

​

8,271

​

​

1,489

​

​

—

​

​

219

​

​

9,979

General and administrative expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(33,679)

Stock based compensation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(4,348)

Depreciation and amortization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(32,229)

Loss on impairment of long-lived assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(3,386)

Transition and integration expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(10,275)

Pre-opening expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(3,958)

Transaction and exit costs

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(143)

Lease termination and exit income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(5,428)

Other income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

147

Interest expense, net of interest income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(30,600)

Loss before benefit for income taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(27,082)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Reconciliation of total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

588,729

Management, license, franchise, and incentive fee revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

9,979

Total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

$

598,708

​

​

​

​

​

​

21

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

STK

Benihana

Grill Concepts

Other(1)

Total

For the nine months ended September 30, 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenue

​

$

145,770

​

$

181,655

​

$

113,286

​

$

405

​

$

441,116

Owned restaurant cost of sales

​

​

(35,161)

​

​

(35,055)

​

​

(24,240)

​

​

(15)

​

​

(94,471)

Owned restaurant operating expenses

​

​

(83,840)

​

​

(113,325)

​

​

(82,373)

​

​

(95)

​

​

(279,633)

Restaurant operating profit

​

​

26,769

​

​

33,275

​

​

6,673

​

​

295

​

​

67,012

Management, license, franchise and incentive fee revenue

​

​

9,023

​

​

1,096

​

​

—

​

​

229

​

​

10,348

General and administrative expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(26,549)

Stock based compensation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(4,433)

Depreciation and amortization

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(22,701)

Transition and integration expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(10,068)

Pre-opening expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(7,548)

Transaction and exit costs

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(8,728)

Lease termination and exit income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(471)

Other income (expenses)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(78)

Interest expense, net of interest income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(20,622)

Loss on early debt extinguishment

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(4,149)

Loss before benefit for income taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(27,987)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Reconciliation of total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Owned restaurant net revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

441,116

Management, license, franchise and incentive fee revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

10,348

Total revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

$

451,464

(1) Other includes sales and expenses that relate to STK Meat Market, an e-commerce platform that offers signature steak cuts nationwide; sales and expenses that relate to the Company’s major off-site events group, which supports all brands and venue concepts; and revenue generated from gift card programs.

​

Note 16 – Geographic Information

Certain financial information by geographic location is provided below (in thousands).

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the three periods ended September 28,		​	For the three months ended September 30,		​	For the nine periods ended September 28,		​	For the nine months ended September 30,
​		2025			2024			2025			2024
Domestic revenues		$	179,471		$	193,253		$	596,470		$	449,056
International revenues	​		729	​		722	​		2,238	​		2,408
Total revenues	​	$	180,200	​	$	193,975	​	$	598,708	​	$	451,464

​

​	​	​	​	​	​	​
​	​	September 28,		​	December 31,
​	​	2025		​	2024
Domestic long-lived assets		$	831,676		$	889,126
International long-lived assets	​		1,350	​		1,628
Total long-lived assets	​	$	833,026	​	$	890,754

​

​

​

Note 17 – Commitments and Contingencies

The Company is party to claims in lawsuits incidental to its business, including lease disputes and employee-related matters. The Company has recorded accruals, when necessary, in its consolidated financial statements in accordance with ASC 450. While the resolution of a lawsuit, proceeding or claim may have an impact on the Company’s financial results for the period in which it is resolved, in the opinion of management, the ultimate outcome of such matters and judgements in which the Company is currently involved, either individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.

​

​

​

​

​

​

​

​

22

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

​

This Quarterly Report on Form 10-Q and certain information incorporated herein by reference contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). Forward-looking statements speak only as of the date thereof and involve risks and uncertainties that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include the risk factors discussed under Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements, including but not limited to: (1) our ability to integrate the new or acquired restaurants into our operations without disruptions to operations; (2) our ability to capture anticipated synergies; (3) our ability to open new restaurants and food and beverage locations in current and additional markets, grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain employees; (4) factors beyond our control that affect the number and timing of new restaurant openings, including weather conditions and factors under the control of landlords, contractors and regulatory and/or licensing authorities; (5) our ability to successfully improve performance and cost, realize the benefits of our marketing efforts and achieve improved results as we focus on developing new management and license deals; (6) changes in applicable laws or regulations; (7) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (8) the impact of actual and potential changes in immigration policies, including potential labor shortages; (9) the potential impact of the imposition of tariffs, including increases in food prices and inflation, and (10) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “ongoing,” “could,” “estimates,” “expects,” “intends,” “may,” “appears,” “suggests,” “future,” “likely,” “goal,” “plans,” “potential,” “projects,” “predicts,” “should,” “targets,” “would,” “will” and similar expressions that convey the uncertainty of future events or outcomes. You should not place undue reliance on any forward-looking statement. We do not undertake any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required under applicable law.

​

General

​

This information should be read in conjunction with the condensed consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

​

As used in this report, the terms “Company,” “we,” “our,” or “us,” refer to The ONE Group Hospitality, Inc. and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.

​

Business Summary

​

We are an international restaurant company that develops, owns and operates, manages and licenses, and franchises upscale and polished casual, high-energy restaurants. Our vision is to be a global market leader in the restaurant industry by melding high-quality service, ambiance, high-energy and cuisine into one great experience that we refer to as “Vibe Dining". We design all our restaurants to create a social dining and high-energy entertainment experience within a destination location. We believe that this design and operating philosophy separates us from more traditional restaurant and foodservice competitors.

Our primary restaurant brands are as follows:

● STK, a modern twist on the American steakhouse concept featuring premium steaks, seafood and specialty cocktails in an energetic upscale atmosphere;

● Benihana, an interactive dining destination with highly skilled chefs preparing food in front of guests and served in an energetic atmosphere alongside fresh sushi and innovative cocktails;

● Kona Grill, a polished casual bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in a polished casual atmosphere; and

● RA Sushi, a Japanese cuisine concept that offers a fun-filled, bar-forward, upbeat, and vibrant dining atmosphere anchored by creative sushi, inventive drinks, and outstanding service.

● Our F&B management services are marketed as ONE Hospitality and include developing, managing and operating restaurants tailored to the specific needs of high-end hotels and casinos. For those restaurants and venues that are managed, licensed or franchised, we generate management fee revenue and franchise revenue based on top-line revenues and incentive fee revenue based on a percentage of the location’s revenues and net profits.

We opened our first restaurant in January 2004 in New York, New York. We currently own, operate, manage, license or franchise 157 venues including 30 STKs, 85 Benihanas, 23 Kona Grills and 13 RA Sushis in major cities in North America, Europe, Latin America and the Middle East and 6 F&B venues operated under ONE Hospitality in three hotels and casinos throughout the United States and Europe.

23

Table of Contents

As our footprint increases, we expect to benefit by leveraging system-wide operating efficiencies and best practices through the management of our general and administrative expenses as a percentage of overall revenue.

We intend to open five to seven new venues in 2025. We have opened the following restaurants to date in 2025:

● Owned Benihana restaurant in San Mateo, California (March 2025)

● Owned STK restaurant in Topanga, California (April 2025)

● Owned STK restaurant in Los Angeles, California (May 2025 - relocation of our existing STK Westwood restaurant)

● Franchised Benihana Express restaurant in Miami, Florida (June 2025)

● Owned STK restaurant in Scottsdale, Arizona (Octobe 2025 – conversion of a former RA Sushi restaurant)

​

There are currently two Company-owned STK restaurants, one Company-owned Benihana restaurant and one Company-owned Kona Grill restaurant under construction in the following cities:

​

● Owned STK restaurant in Oak Brook, Illinois

● Owned STK restaurant in Phoenix, Arizona

● Owned Benihana restaurant in Seattle, Washington

● Owned Kona Grill restaurant in San Antonio, Texas (relocation of an existing Kona Grill restaurant)

The table below reflects our current venues by restaurant brand and geographic location:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	Venues
​		STK(1)		Benihana(2)		Grill Concepts		ONE Hospitality(3)		Total
Domestic							​
Owned		20	​	73	​	36	​	1		130
Managed		1	​	—	​	—	​	1		2
Licensed		1	​	—	​	—	​	—		1
Franchised		—	​	8	​	—	​	—		8
Total domestic		22	​	81	​	36	​	2		141
International			​		​		​
Owned		—	​	—	​	—	​	—		—
Managed		5	​	—	​	—	​	4		9
Licensed		3	​	—	​	—	​	—		3
Franchised		—	​	4	​	—	​	—		4
Total international		8	​	4	​	—	​	4		16
Total venues		30	​	85	​	36	​	6		157

(1) Locations with an STK and STK Rooftop are considered one venue location. This includes the STK Rooftop in San Diego, CA, which is a licensed location.

(2) Includes Benihana locations at sports arenas.

(3) Includes concepts under the Company’s F&B hospitality management agreements and other venue brands such as Salt Water Social, Heliot, Radio and Rivershore Bar & Grill.

​

During the third quarter of 2025, we closed one RA Sushi restaurant upon its lease expiration, and we terminated a license agreement for one STK restaurant. During the fourth quarter of 2025, we closed one RA Sushi restaurant and converted it to an STK restaurant.

Our Growth Strategies and Outlook

Our growth model is primarily driven by the following:

● Expansion of STK and Benihana restaurants

● Increase same store sales and increase our operating efficiency

● Acquisitions

​

Benihana Acquisition and Related Financings

​

On May 1, 2024, we acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC for $365.0 million., subject to customary adjustments (the “Benihana Acquisition”). Safflower Holdings Corp. beneficially owns most of the Benihana restaurants, as well as all of the RA Sushi restaurants, in the United States. We also franchise Benihana locations in the U.S., Latin America (excluding Mexico) and the Caribbean.

​

​

​

​

​

​

24

Table of Contents

Executive Summary

​

Total revenues decreased $13.8 million, or 7.1% to $180.2 million for the three periods ended September 28, 2025 compared to $194.0 million for the three months ended September 30, 2024 primarily due to a decline in same store sales during this challenging consumer environment.

Same store sales for 2025 compared to 2024 and 2024 compared to 2023 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024 vs. 2023

​

2025 vs. 2024

​

​

Q1

​

Q2

​

Q3

​

Q4

​

YTD

​

Q1

​

Q2

​

Q3

US STK Owned Restaurants

​

(6.0)%

​

(11.9)%

​

(11.4)%

​

(5.0)%

​

(8.3)%

​

(2.3)%

​

(4.9)%

​

(6.2)%

US STK Managed Restaurants

​

(8.6)%

​

(7.4)%

​

(10.3)%

​

(12.2)%

​

(9.5)%

​

(12.7)%

​

(9.5)%

​

(4.7)%

US STK Total Restaurants

​

(6.8)%

​

(10.6)%

​

(11.1)%

​

(6.9)%

​

(8.7)%

​

(3.6)%

​

(6.0)%

​

(5.8)%

Benihana Owned Restaurants

​

—%

​

(1.0)%

​

(4.2)%

​

(0.2)%

​

(1.8)%

​

0.7%

​

0.4%

​

(4.0)%

Grill Concepts Owned Restaurants

​

(9.7)%

​

(13.0)%

​

(17.0)%

​

(11.7)%

​

(13.2)%

​

(13.7)%

​

(14.6)%

​

(11.8)%

Combined Same Store Sales

​

(7.9)%

​

(7.0)%

​

(8.8)%

​

(4.3)%

​

(6.8)%

​

(3.2)%

​

(4.1)%

​

(5.9)%

​

Operating loss increased $4.3 million to $7.9 million for the three periods ended September 28, 2025 compared to $3.6 million operating loss for the three months ended September 30, 2024. The change is primarily attributed to non-cash impairment on long-lived assets, decreased same store sales, fixed cost deleveraging resulting from a decrease in same store sales and increased inflation partially offset by a reduction in transition and integration expenses related to the Benihana Acquisition compared to the 2024 period.

Restaurant Operating Profit decreased $4.4 million, or 17.9%, to $20.1 million for the three periods ended September 28, 2025 compared to $24.5 million for the three months ended September 30, 2024. The decrease in Restaurant Operating Profit was attributable to decreased same store sales, fixed cost deleveraging resulting from the decrease in same store sales and increased inflation. Restaurant Operating Profit as a percentage of owned restaurant net revenue was 11.3% in the third quarter of 2025 compared to 12.8% in the third quarter of 2024. See “Results of Operations” below for a reconciliation of Operating income (loss), the most directly comparable GAAP measure to Restaurant Operating Profit.

​

Nine Periods Ended September 28, 2025 Compared to the Nine Months Ended September 30, 2024

​

Total revenues increased $147.2 million, or 32.6%, to $598.8 million for the nine periods ended September 28, 2025 compared to $451.5 million for the nine months ended September 30, 2024 primarily attributable to the Benihana Acquisition on May 1, 2024.

Operating income increased $6.7 million to $3.5 million for the nine periods ended September 28, 2025 compared to an operating loss of $3.2 million for the nine months ended September 30, 2024 primarily due to the increase in operating income attributable to the acquired restaurants partially offset by non-cash impairment on long-lived assets.

Restaurant Operating Profit increased $19.8 million or 29.6% to $86.8 million for the nine periods ended September 28, 2025 compared to restaurant operating profit of $67.0 million for the nine months ended September 30, 2024 primarily attributable to the acquired restaurants. Restaurant Operating Profit as a percentage of owned restaurant net revenue was 14.8% in the first nine periods of 2025 compared to 15.2% in the first nine months of 2024. See “Results of Operations” below for reconciliation to Operating income (loss), the most directly comparable GAAP measure to Restaurant Operating Profit.

25

Table of Contents

Results of Operations

​

The following table sets forth certain statements of operations data for the periods indicated (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three periods ended September 28,

​

For the three months ended September 30,

​

For the nine periods ended September 28,

​

For the nine months ended September 30,

​

2025

2024

2025

2024

Revenues:

​

​

​

​

Owned restaurant net revenue

​

$

177,424

​

$

190,587

​

$

588,729

​

$

441,116

Management, license, franchise and incentive fee revenue

​

2,776

​

3,388

​

9,979

​

10,348

Total revenues

​

180,200

​

193,975

​

598,708

​

451,464

Cost and expenses:

​

​

​

​

Owned operating expenses:

​

​

​

​

Owned restaurant cost of sales

​

37,412

​

39,880

​

123,722

​

​

94,471

Owned restaurant operating expenses

​

119,901

​

126,223

​

378,169

​

279,633

Total owned operating expenses

​

157,313

​

166,103

​

501,891

​

374,104

General and administrative (including stock-based compensation of $1,246 and $4,348 for the three and nine periods ended September 28, 2025, respectively, and $1,580 and $4,433 for the three and nine months ended September 30, 2024, respectively)

​

13,274

​

12,814

​

38,027

​

​

30,982

Depreciation and amortization

​

11,530

​

9,416

​

32,229

​

​

22,701

Loss on impairment of long-lived assets

​

3,386

​

—

​

3,386

​

​

—

Transition and integration expenses

​

2,607

​

6,274

​

10,275

​

​

10,068

Pre-opening expenses

​

698

​

2,118

​

3,958

​

​

7,548

Transaction and exit costs

​

13

​

850

​

143

​

​

8,728

Lease termination and exit (income) expenses

​

(278)

​

—

​

5,428

​

​

471

Other (income) expenses

​

(470)

​

46

​

(147)

​

​

78

Total costs and expenses

​

188,073

​

197,621

​

595,190

​

454,680

Operating (loss) income

​

(7,873)

​

(3,646)

​

3,518

​

(3,216)

Other expenses, net:

​

​

​

​

Interest expense, net of interest income

​

10,483

​

10,679

​

30,600

​

​

20,622

Loss on early debt extinguishment

​

—

​

—

​

—

​

​

4,149

Total other expenses, net

​

10,483

​

10,679

​

30,600

​

24,771

Loss before provision (benefit) for income taxes

​

(18,356)

​

(14,325)

​

(27,082)

​

(27,987)

Provision (benefit) for income taxes

​

59,141

​

(4,856)

​

60,125

​

(8,583)

Net loss

​

(77,497)

​

(9,469)

​

(87,207)

​

(19,404)

Less: net loss attributable to noncontrolling interest

​

(757)

​

(165)

​

(1,338)

​

(689)

Net loss attributable to The ONE Group Hospitality, Inc.

​

$

(76,740)

​

$

(9,304)

​

$

(85,869)

​

$

(18,715)

​

26

Table of Contents

The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated. Certain percentage amounts may not sum to total due to rounding.

​

​	​	​	​	​	​	​	​	​
​	​	For the three periods ended September 28,	​	For the three months ended September 30,	​	For the nine periods ended September 28,	​	For the nine months ended September 30,
​		2025	​	2024		2025	​	2024
Revenues:	​	​		​	​	​		​
Owned restaurant net revenue		98.5%	​	98.3%		98.3%	​	97.7%
Management, license, franchise and incentive fee revenue		1.5%	​	1.7%		1.7%	​	2.3%
Total revenues		100.0%	​	100.0%		100.0%	​	100.0%
Cost and expenses:		​	​	​		​	​	​
Owned operating expenses:		​	​	​		​	​	​
Owned restaurant cost of sales (1)	​	21.1%	​	20.9%	​	21.0%	​	21.4%
Owned restaurant operating expenses (1)	​	67.6%	​	66.2%	​	64.2%	​	63.4%
Total owned operating expenses (1)	​	88.7%	​	87.2%	​	85.2%	​	84.8%
General and administrative (including stock-based compensation of 0.7% and 0.7% for the three and nine periods ended September 28, 2025, respectively, and 0.9% and 1.1% for the three and nine months ended September 30, 2024, respectively)		7.4%	​	6.6%		6.4%	​	6.9%
Depreciation and amortization		6.4%	​	4.9%		5.4%	​	5.0%
Loss on impairment of long-lived assets		1.9%	​	—%		0.6%	​	—%
Transition and integration expenses		1.4%	​	3.2%		1.7%	​	2.2%
Pre-opening expenses		0.4%	​	1.1%		0.7%	​	1.7%
Transaction and exit costs		—%	​	0.4%		—%	​	1.9%
Lease termination and exit (income) expenses		(0.2)%	​	—%		0.9%	​	0.1%
Other (income) expenses		(0.3)%	​	—%		—%	​	—%
Total costs and expenses		104.4%	​	101.9%		99.4%	​	100.7%
Operating (loss) income		(4.4)%	​	(1.9)%		0.6%	​	(0.7)%
Other expenses, net:		​	​	​		​	​	​
Interest expense, net of interest income		5.8%	​	5.5%		5.1%	​	4.6%
Loss on early debt extinguishment		—%	​	—%		—%	​	0.9%
Total other expenses, net	​	5.8%	​	5.5%	​	5.1%	​	5.5%
Loss before provision (benefit) for income taxes		(10.2)%	​	(7.4)%		(4.5)%	​	(6.2)%
Provision (benefit) for income taxes	​	32.8%	​	(2.5)%		10.0%	​	(1.9)%
Net loss	​	(43.0)%	​	(4.9)%		(14.6)%	​	(4.3)%
Less: net loss attributable to noncontrolling interest		(0.4)%	​	(0.1)%		(0.2)%	​	(0.2)%
Net loss attributable to The ONE Group Hospitality, Inc.		(42.6)%	​	(4.8)%		(14.3)%	​	(4.1)%

(1) These expenses are being shown as a percentage of owned restaurant net revenue.

​

27

Table of Contents

EBITDA, Adjusted EBITDA, Restaurant Operating Profit and Restaurant EBITDA are presented in this Quarterly Report on Form 10-Q to supplement other measures of financial performance. EBITDA, Adjusted EBITDA, Restaurant Operating Profit and Restaurant EBITDA are not required by, or presented in accordance with, accounting principles generally accepted in the U.S. (“GAAP”). We define EBITDA as net income before interest expense, provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization, non-cash impairment loss, non-cash rent expense, non-recurring gains and losses, stock-based compensation, lease termination and exit expenses, certain transactional and exit costs, transition and integration expenses and loss on early debt extinguishment. Not all the aforementioned items defining Adjusted EBITDA occur in each reporting period but have been included in our definitions of terms based on our historical activity. Adjusted EBITDA presented in this Quarterly Report on Form 10-Q is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define Restaurant Operating Profit as owned restaurant net revenue minus owned restaurant cost of sales and owned restaurant operating expenses. We define Restaurant EBITDA as owned restaurant net revenue minus owned restaurant cost of sales, owned restaurant operating expenses before non-cash rent.

We believe that EBITDA, Adjusted EBITDA, Restaurant Operating Profit and Restaurant EBITDA are appropriate measures of our operating performance because they eliminate non-cash or non-recurring expenses that do not reflect our underlying business performance. We believe Restaurant Operating Profit and Restaurant EBITDA are important components of financial results because: (i) they are widely used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency, and performance, and (ii) we use Restaurant Operating Profit and Restaurant EBITDA as a key metric to evaluate our restaurant financial performance compared to our competitors. We use these metrics to facilitate a comparison of our operating performance on a consistent basis from period to period, to analyze the factors and trends affecting our business and to evaluate the performance of our restaurants. Adjusted EBITDA has limitations as an analytical tool and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies; accordingly, you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA is a key measure used by management and is a metric used in our debt compliance calculation. Additionally, Adjusted EBITDA and Restaurant Operating Profit are frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA and Restaurant Operating Profit, alongside other GAAP measures such as net income, to measure profitability, as a key profitability target in our budgets, and to compare our performance against that of peer companies despite possible differences in calculation.

The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods indicated (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three periods ended September 28,

​

​

For the three months ended September 30,

​

For the nine periods ended September 28,

​

For the nine months ended September 30,

​

​

​

2025

​

2024

​

2025

​

2024

Net loss attributable to The ONE Group Hospitality, Inc.

​

$

(76,740)

​

$

(9,304)

​

$

(85,869)

​

$

(18,715)

Net loss attributable to noncontrolling interest

​

(757)

​

(165)

​

(1,338)

​

(689)

Net loss

​

(77,497)

​

(9,469)

​

(87,207)

​

(19,404)

Interest expense, net

​

10,483

​

10,679

​

30,600

​

20,622

Provision (benefit) for income taxes

​

59,141

​

(4,856)

​

60,125

​

(8,583)

Depreciation and amortization

​

11,530

​

9,416

​

32,229

​

22,701

EBITDA

​

3,657

​

5,770

​

35,747

​

15,336

Stock-based compensation

​

1,246

​

1,580

​

4,348

​

4,433

Loss on impairment of long-lived assets

​

​

3,386

​

​

—

​

​

3,386

​

​

—

Transaction and exit costs

​

​

13

​

​

850

​

​

143

​

​

8,728

Transition and integration expenses

​

2,607

​

6,274

​

10,275

​

10,068

Lease termination and exit (income) expense (1)

​

(278)

​

—

​

5,428

​

471

Non-cash rent expense (income) (2)

​

243

​

283

​

​

(614)

​

196

Loss on early debt extinguishment

​

—

​

—

​

—

​

4,149

Other (income) expenses (3)

​

(470)

​

46

​

(147)

​

78

Adjusted EBITDA

​

10,404

​

14,803

​

58,566

​

43,459

Adjusted EBITDA attributable to noncontrolling interest

​

(155)

​

(54)

​

(551)

​

(387)

Adjusted EBITDA attributable to The ONE Group Hospitality, Inc.

​

$

10,559

​

$

14,857

​

$

59,117

​

$

43,846

(1) Lease termination and exit (income) expenses are costs associated with closed locations.

(2) Non-cash rent expense (income) is included in owned restaurant operating expenses, pre-opening expenses and general and administrative expense on the condensed consolidated statements of operations and comprehensive income.

(3) Other (income) expenses in the three months eneded September 28, 2025 are related to a gain on a legal settlement.

​

​

​

​

​

​

​

​

28

Table of Contents

The following table presents a reconciliation of Operating income to Restaurant Operating Profit for the periods indicated (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three periods ended September 28,

​

For the three months ended September 30,

​

For the nine periods ended September 28,

​

For the nine months ended September 30,

​

​

2025

2024

2025

2024

Operating (loss) income as reported

​

$

(7,873)

​

$

(3,646)

​

$

3,518

​

$

(3,216)

Management, license and incentive fee revenue

​

(2,776)

​

​

(3,388)

​

​

(9,979)

​

​

(10,348)

General and administrative

​

13,274

​

​

12,814

​

​

38,027

​

​

30,982

Depreciation and amortization

​

11,530

​

​

9,416

​

​

32,229

​

​

22,701

Loss on impairment of long-lived assets

​

3,386

​

​

—

​

​

3,386

​

​

—

Transition and integration expenses

​

​

2,607

​

​

6,274

​

​

10,275

​

​

10,068

Pre-opening expenses

​

​

698

​

​

2,118

​

​

3,958

​

​

7,548

Transaction and exit costs

​

13

​

​

850

​

​

143

​

​

8,728

Lease termination and exit (income) expenses

​

(278)

​

​

—

​

​

5,428

​

​

471

Other (income) expenses

​

(470)

​

​

46

​

​

(147)

​

​

78

Restaurant Operating Profit

​

$

20,111

​

$

24,484

​

$

86,838

​

$

67,012

Restaurant Operating Profit as a percentage of owned restaurant net revenue

​

​

11.3%

​

​

12.8%

​

​

14.8%

​

​

15.2%

Non-Cash Rent

​

​

238

​

​

335

​

​

(614)

​

​

299

Restaurant EBITDA

​

$

20,349

​

$

24,819

​

$

86,224

​

$

67,311

Restaurant EBITDA as a percentage of owned restaurant net revenue

​

​

11.5%

​

​

13.0%

​

​

14.6%

​

​

15.3%

​

​

Restaurant Operating Profit by brand is as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the three periods ended September 28,		​	For the three months ended September 30,		​	For the nine periods ended September 28,		​	For the nine months ended September 30,
​	​	2025			2024			2025			2024
STK restaurant operating profit (Company owned)	​	$	5,879	​	$	6,547	​	$	24,271	​	$	26,769
STK restaurant operating profit (Company owned) as a percentage of STK revenue (Company owned)	​	​	12.8%	​	​	14.6%	​	​	16.0%	​	​	18.4%
Benihana restaurant operating profit (Company owned)	​	$	13,928	​	$	17,110	​	$	57,586	​	$	33,275
Benihana restaurant operating profit (Company owned) as a percentage of Benihana revenue (Company owned)	​	​	13.9%	​	​	16.5%	​	​	17.4%	​	​	18.3%
Core Grill Concepts restaurant operating profit	​	$	131	​	$	1,416	​	$	5,227	​	$	7,964
Core Grill Concepts restaurant operating profit as a percentage of Grill Concepts revenue	​	​	0.4%	​	​	3.9%	​	​	5.2%	​	​	8.0%
Non-core Grill Concepts restaurant operating profit	​	$	(12)	​	$	(783)	​	$	(489)	​	$	(1,291)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

29

Table of Contents

Restaurant EBITDA by brand is as follows (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the three periods ended September 28,		​	For the three months ended September 30,		​	For the nine periods ended September 28,		​	For the nine months ended September 30,
​	​	2025			2024			2025			2024
STK restaurant EBITDA (Company owned)	​	$	5,790	​	$	6,250	​	$	23,633	​	$	25,892
STK restaurant EBITDA (Company owned) as a percentage of STK revenue (Company owned)	​	​	12.6%	​	​	14.0%	​	​	15.5%	​	​	17.8%
Benihana restaurant EBITDA (Company owned)	​	$	14,364	​	$	17,679	​	$	58,843	​	$	34,207
Benihana restaurant EBITDA (Company owned) as a percentage of Benihana revenue (Company owned)	​	​	14.4%	​	​	17.0%	​	​	17.8%	​	​	18.8%
Core Grill Concepts restaurant EBITDA	​	$	22	​	$	1,479	​	$	4,146	​	$	8,225
Core Grill Concepts restaurant EBITDA as a percentage of Grill Concepts revenue	​	​	0.1%	​	​	4.0%	​	​	4.1%	​	​	8.2%
Non-core Grill Concepts restaurant EBITDA	​	$	(12)	​	$	(783)	​	$	(641)	​	$	(1,308)

​

​

The following pro forma results of operations for the three and nine periods ended September 28, 2025 and the three and nine months ended September 30, 2024 give effect to the six owned restaurant closures in 2025 and the five owned restaurant closures in 2024 if they had occurred on January 1, 2024 (in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the three periods ended September 28,								​	For the three months ended September 30,
​	​	2025								​	2024
​	​	​	As Reported	​	​	Adjusted	​	​	Pro-forma	​	​	As Reported	​	​	Adjusted	​	​	Pro-forma
Total revenues	​	$	180,200	​	$	(369)	​	$	179,831	​	$	193,975	​	$	(5,872)	​	$	188,103
Total owned operating expenses	​	$	157,313	​	$	(419)	​	$	156,894	​	$	166,103	​	$	(6,592)	​	$	159,511
Operating (loss) income	​	$	(7,873)	​	$	(81)	​	$	(7,954)	​	$	(3,646)	​	$	1,098	​	$	(2,548)
Loss before benefit for income taxes	​	$	(18,356)	​	$	(81)	​	$	(18,437)	​	$	(14,325)	​	$	1,098	​	$	(13,227)

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the nine periods ended September 28,								​	For the nine months ended September 30,
​	​	2025								​	2024
​	​	​	As Reported	​	​	Adjusted	​	​	Pro-forma	​	​	As Reported	​	​	Adjusted	​	​	Pro-forma
Total revenues	​	$	598,708	​	$	(5,913)	​	$	592,795	​	$	451,464	​	$	(16,183)	​	$	435,281
Total owned operating expenses	​	$	501,891	​	$	(6,409)	​	$	495,482	​	$	374,104	​	$	(17,171)	​	$	356,933
Operating (loss) income	​	$	3,518	​	$	5,677	​	$	9,195	​	$	(3,216)	​	$	2,648	​	$	(568)
Loss before benefit for income taxes	​	$	(27,082)	​	$	5,677	​	$	(21,405)	​	$	(27,987)	​	$	2,648	​	$	(25,339)

​

​

Results of Operations for the Three Periods September 28, 2025 Compared to the Three Months Ended September 30, 2024

​

Revenues

​

Owned restaurant net revenue. Owned restaurant net revenue decreased $13.2 million, or 6.9%, to $177.4 million for the three periods ended September 28, 2025 from $190.6 million for the three months ended September 30, 2024. The decrease was primarily attributable to a reduction in comparable restaurant sales and the closure of ten Grill Concepts restaurant since October 2024. Comparable restaurant sales decreased 5.9% for the third quarter of 2025 compared to the third quarter of 2024 primarily due to the current economic and macro environment.

Management, license, franchise and incentive fee revenue. Management, license, franchise and incentive fee revenues decreased $0.6 million to $2.8 million for the third quarter of 2025 compared to $3.4 million for the third quarter of 2024. The decrease is attributed to lower management, license and incentive fee revenue at our managed STK restaurants in North America and reduced management and incentive fee revenues due to exiting two license agreements.

​

​

​

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Table of Contents

Cost and Expenses

​

Owned restaurant cost of sales. Food and beverage costs for owned restaurants decreased $2.5 million, or 6.2%, to $37.4 million for the three periods ended September 28, 2025 from $39.9 million for the three months ended September 30, 2024. The decrease in owned restaurant cost of sales is primarily attributed to the reduction in owned restaurant net revenue as noted above. As a percentage of owned restaurant net revenue, cost of sales increased slightly to 21.1% for the third quarter of 2025 compared to 20.9% for the third quarter of 2024 due to commodities inflation.

​

Owned restaurant operating expenses. Owned restaurant operating expenses decreased $6.3 million to $119.9 million for the three periods ended September 28, 2025 from $126.2 million for the three months ended September 30, 2024. The decrease in owned restaurant operating costs is primarily attributed to the reduction in owned restaurant net revenue as noted above. Owned restaurant operating costs as a percentage of owned restaurant net revenue increased 140 basis points from 66.2% in the three months ended September 30, 2024 to 67.6% for the three periods ended September 28, 2025 primarily due to investments in marketing, general cost inflation and fixed cost deleveraging driven by a decrease in same store sales.

​

General and administrative. General and administrative costs increased $0.5 million, or 3.6%, to $13.3 million for the three periods ended September 28, 2025 from $12.8 million for the three months ended September 30, 2024. The increase was attributable to increased information technology expenses. As a percentage of revenues, general and administrative costs were 7.4% for the three periods ended September 28, 2025 compared to 6.6% for the three months ended September 30, 2024.

​

Depreciation and amortization. Depreciation and amortization expense was $11.5 million for the three periods ended September 28, 2025 compared to $9.4 million for the three months ended September 30, 2024. The increase was primarily related to depreciation and amortization for new venues and capital expenditures to maintain and enhance the guest experience in our restaurants.

​

Impairment on long-lived assets. For the three periods ended September 28, 2025, we incurred $3.4 million of non-cash impairment on long-lived assets primarily related to performance of restaurants with leases nearing expiration.

Pre-opening expenses. For the three periods ended September 28, 2025, we incurred $0.7 million of pre-opening expenses primarily related to pre-open rent for restaurants under development and payroll costs associated with the pre-opening training team as we prepare for restaurants scheduled to open in the fourth quarter of 2025. Pre-opening expenses decreased $1.4 million compared to the prior year period primarily due to a smaller pre-opening training team and no restaurant openings during the third quarter of 2025. Detail of pre-opening expenses by category is provided in the table below for the three periods ended September 28, 2025 and three months ended September 30, 2024 (in thousands).

​	​	​	​	​	​	​	​	​	​
Three Periods Ended September 28, 2025		Preopen Expenses			Preopen Rent (1)		​	Total
Training Team	​	$	133	​	$	—	​	$	133
Restaurants	​	​	289	​	​	276	​	​	565
Total	​	$	422	​	$	276	​	$	698
​	​	​	​	​	​	​	​	​	​
Three Months Ended September 30, 2024		Preopen Expenses			Preopen Rent (1)		​	Total
Training Team	​	$	1,116	​	$	—	​	$	1,116
Restaurants	​	​	549	​	​	453	​	​	1,002
Total	​	$	1,665	​	$	453	​	$	2,118

(1) Cash rent paid was $0.2 million for each of the three periods ended September 28, 2025 and the three months ended September 30, 2024.

​

Transaction and exit costs. Transaction and exit costs were $0.9 million for the three months ended September 30, 2024. Costs for the third quarter of 2024 primarily reflected legal and professional fees incurred in conjunction with the Benihana Acquisition, which closed on May 1, 2024.

​

Transition and integration costs. In the three periods ended September 28, 2025, we incurred $2.6 million of transition and integration costs associated with the Benihana Acquisition compared to $6.3 million in the prior year quarter. Included in these costs are expenses related to identified duplicate professional service vendors, operational support offices, support positions, and maintenance expenses that will be eliminated in the foreseeable future. We do not expect to incur material transition or integration costs associated with the Benihana Acquisition going forward.

​

Lease termination and exit (income) expenses. Lease termination and exit income was $0.3 million for the three periods ended September 28, 2025. The lease termination and exit expenses for the third quarter of 2025 primarily related to the termination of lease possession for two restaurants closed during the second quarter and the resulting write-off of the right-of-use asset and liability.

​

Interest expense, net of interest income: Interest expense, net of interest income, was $10.5 million for the three periods ended September 28, 2025 compared to $10.7 million for the three months ended September 30, 2024. The weighted average interest rate for the three periods ended September 28, 2025 was 10.7% compared to 11.8% for the three months ended September 30, 2024.

​

Provision (benefit) for income taxes. For the three periods ended September 28, 2025, income tax provision was $59.1 million compared to income tax benefit of $4.6 million for the three months ended September 30, 2024. The increase in income tax expense is primarily due to the non-cash valuation allowance that was recorded during the third quarter of 2025 against the deferred tax assets.

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Table of Contents

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest was $0.7 million for the three periods ended September 28, 2025 compared to a loss of $0.2 million for the three months ended September 30, 2024.

​

Results of Operations for the Nine Periods Ended September 28, 2025 Compared to the Nine Months Ended September 30, 2024

​

Revenues

​

Owned restaurant net revenue. Owned restaurant net revenue increased $147.6 million, or 33.5%, to $588.7 million for the nine periods ended September 28, 2025 from $441.1 million for the nine months ended September 30, 2024. The increase was primarily attributable to the acquisition of Benihana and RA Sushi restaurants on May 1, 2024, which generated $367.3 million in revenues during the nine periods ended September 28, 2025 compared to $208.1 million for the five-month period owned by the Company in the prior year. The increase in revenues is also attributed to new venues opened since March 2024, offset by a reduction in comparable restaurant sales and restaurant closures in the fourth quarter of 2024 and the nine periods ended September 28, 2025. Comparable restaurant sales decreased 4.3% during the nine periods ended September 28, 2025 compared to the nine months ended September 30, 2024.

Management, license and incentive fee revenue. Management, license and incentive fee revenues decreased $0.3 million, or 3.6%, to $10.0 million for the nine periods ended September 28, 2025 from $10.3 million for the nine months ended September 30, 2024. The decrease was primarily attributable to decreased sales at our STK managed and licensed restaurants partially offset by increased revenues at Benihana franchised restaurants which generated $1.5 million in revenues during the nine periods ended September 28, 2025 compared to $1.1 million for the five-month period owned by the Company in the prior year.

​

Cost and Expenses

​

Owned restaurant cost of sales. Food and beverage costs for owned restaurants increased $29.2 million, or 31.0%, to $123.7 million for the nine periods ended September 28, 2025 compared to $94.5 million for the nine months ended September 30, 2024. The increase in cost of sales was due to the incremental sales increases noted above from the acquisition of Benihana and RA Sushi and the opening of new venues since March 2024.

​

As a percentage of owned restaurant net revenue, cost of sales improved 40 basis points from 21.4% in the nine months ended September 30, 2024 to 21.0% for the nine periods ended September 28, 2025 primarily due to lower cost of sales for Benihana restaurants and integration synergies partially offset by commodities inflation.

​

Owned restaurant operating expenses. Owned restaurant operating expenses increased $98.6 million to $378.2 million for the nine periods ended September 28, 2025 from $279.6 million for the nine months ended September 30, 2024. The increase in owned restaurant operating expense is primarily due to the incremental operating expenses increases from the acquisition of Benihana and RA Sushi. Owned restaurant operating expenses as a percentage of owned restaurant net revenue increased 80 basis points from 63.4% in the nine months ended September 30, 2024 to 64.2% for the nine periods ended September 28, 2025 primarily due to investments in marketing, general cost inflation, a higher staffing model for Benihana and RA Sushi restaurants and fixed cost deleveraging driven by a decrease in same store sales.

​

General and administrative. General and administrative costs increased $7.0 million, or 22.7%, to $38.0 million for the nine periods ended September 28, 2025 from $31.0 million for the nine months ended September 30, 2024. The increase was attributable to incremental headcount associated with the Benihana Acquisition and increased professional fees. As a percentage of revenues, general and administrative costs were 6.4% for the nine periods ended September 28, 2025 compared to 6.9% for the nine months ended September 30, 2024.

​

Depreciation and amortization. Depreciation and amortization expense was $32.2 million and $22.7 million for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, respectively. The increase was primarily related to nine periods of depreciation and amortization for the Benihana and RA Sushi restaurants acquired on May 1, 2024 compared to five months of depreciation expense in the prior year. The increase in depreciation expense is also due to new venues opened since March 2024 and capital expenditures to maintain and enhance the guest experience in our restaurants.

​

Impairment on long-lived assets. For the nine periods ended September 28, 2025, we incurred $3.4 million of non-cash impairment on long-lived assets primarily related to performance of restaurants with leases nearing expiration.

Pre-opening expenses. For the nine periods ended September 28, 2025, we incurred $4.0 million of pre-opening expenses primarily related to payroll, training and non-cash pre-open rent for three restaurants that opened during the first half of 2025. Pre-opening expenses decreased $3.5 million compared to the prior year period primarily due to the rightsizing of the pre-opening training team.

​

​

​

​

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Table of Contents

 For the nine months ended September 30, 2024, we incurred $7.5 million of pre-opening expenses primarily related to payroll, training and non-cash pre-open rent for STK Washington DC, which opened in March 2024, RA Sushi Plantation, which opened July 1, 2024, Kona Grill Tigard, which opened in September 2024, and STK Aventura, which opened in October 2024. Detail of pre-opening expenses by category is provided in the table below for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024 (in thousands).

​	​	​	​	​	​	​	​	​	​
Nine Months Ended September 28, 2025		Preopen Expenses			Preopen Rent (1)		​	Total
Training Team	​	$	978	​	$	—	​	$	978
Restaurants	​	​	1,800	​	​	1,180	​	​	2,980
Total	​	$	2,778	​	$	1,180	​	$	3,958
​	​	​	​	​	​	​	​	​	​
Nine Months Ended September 30, 2024		Preopen Expenses			Preopen Rent (1)		​	Total
Training Team	​	$	4,069	​	$	—	​	$	4,069
Restaurants	​	​	2,083	​	​	1,396	​	​	3,479
Total	​	$	6,152	​	$	1,396	​	$	7,548

(1) Cash rent paid was $1.0 million and $0.6 million for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, respectively.

​

Transaction and exit costs. Transaction and exit costs were $0.1 million for the nine periods ended September 28, 2025 compared to $8.7 million for the nine months ended September 30, 2024. These costs primarily included investment banking, legal and professional fees incurred in conjunction with the Benihana Acquisition, which closed on May 1, 2024.

​

Transition and integration costs. In the nine periods ended September 28, 2025, we incurred $10.3 million of transition and integration costs associated with the Benihana Acquisition compared to $10.1 million in the nine months ended September 30, 2024. Included in these costs are expenses related to identified duplicate professional service vendors, operational support offices, support positions, and maintenance expenses. We do not expect to incur any material transition or integration costs associated with the Benihana Acquisition going forward.

​

Lease termination and exit (income) expenses. Lease termination and exit expenses were $5.4 million for the nine periods ended September 28, 2025 compared to $0.5 million for the nine months ended September 30, 2024. Costs for the first nine periods of 2025 primarily related to accelerated depreciation as well as exit costs associated with the six restaurants closed in the first nine periods of 2025 and the termination of an operating agreement.

​

Interest expense, net of interest income. Interest expense, net of interest income, was $30.6 million for the nine periods ended September 28, 2025 compared to $20.6 million for the nine months ended September 30, 2024. We borrowed $350.0 million on the Credit Agreement on May 1, 2024 to finance the Benihana Acquisition. The weighted average interest rate for the nine periods ended September 28, 2025 was 10.8% compared to 11.8% in the same period of 2024.

​

Loss on early debt extinguishment. On May 1, 2024, in conjunction with entering into the Credit Agreement, we prepaid the outstanding debt balance under the credit agreement with Goldman Sachs to early extinguish the $73.1 million of outstanding term loans. For the nine months ended September 30, 2024, we recognized a $4.1 million loss on debt extinguishment primarily caused by the prepayment penalty and the recognition of unamortized debt issuance costs related to the debt extinguished.

​

Provision (benefit) for income taxes. The provision for income taxes for the nine periods ended September 28, 2025 was $60.1 million compared to a benefit for income taxes of $8.6 million for the nine months ended September 30, 2024. The increase in income tax expense is primarily due to the non-cash valuation allowance that was recorded during the third quarter of 2025 against the deferred tax assets.

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest was $1.3 million for the nine periods ended September 28, 2025 compared to a net loss of $0.7 million for the nine months ended September 30, 2024.

​

Liquidity and Capital Resources

​

Executive Summary

Our principal liquidity requirements are to meet our lease obligations, working capital and capital expenditure needs and to pay principal and interest on outstanding debt. Subject to our operating performance, which, if significantly adversely affected, would adversely affect the availability of funds, we expect to finance our operations for at least the next 12 months, including the costs of opening currently planned new restaurants, through cash provided by operations and construction allowances provided by landlords of certain locations. We also may borrow on our revolving credit facility, utilize equipment financing or issue equity, including preferred stock, to support ongoing business operations. We believe these sources of financing are adequate to support our immediate business operations and plans. As of September 28, 2025, we had cash and cash equivalents and restricted cash and cash equivalents totaling $6.0 million and $355.0 million in long-term debt, which consisted of borrowings under our Credit Agreement and Equipment Security Notes. As of September 28, 2025, the availability on our revolving credit facility was $28.7 million, subject to certain conditions.

​

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Table of Contents

For the nine periods ended September 28, 2025, capital expenditures were $44.2 million of which $22.6 million related to the construction of new STK, Benihana and Kona Grill restaurants, $4.1 related to remodels or major projects at existing restaurants and $15.8 million related to existing restaurants. Net capital expenditures, inclusive of $3.0 million in landlord contributions, was $41.0 million for the nine periods ended September 28, 2025. We expect to receive between $1.0 million to $1.8 million in landlord contributions in the next three months. Capital expenditures by type for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024, respectively, are provided below (in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Periods Ended September 28, 2025

​

STK

​

Benihana

​

Grill Concepts

​

Other (1)

​

Total

New Venues

​

$

15,612

​

$

4,761

​

$

2,006

​

$

226

​

$

22,605

Remodels

​

​

1,739

​

​

1,812

​

​

564

​

​

—

​

​

4,115

Maintenance

​

​

5,580

​

​

5,456

​

​

4,795

​

​

—

​

​

15,831

Other (2)

​

​

157

​

​

456

​

​

211

​

​

797

​

​

1,621

Total

​

$

23,088

​

$

12,485

​

$

7,576

​

$

1,023

​

$

44,172

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tenant Improvement Allowance

​

$

1,859

​

$

640

​

$

542

​

$

—

​

$

3,041

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2024

​

STK

​

Benihana

​

Grill Concepts

​

Other (1)

​

Total

New Venues

​

$

32,833

​

$

1,401

​

$

8,370

​

$

414

​

$

43,018

Maintenance

​

​

2,865

​

​

4,739

​

​

3,063

​

​

—

​

​

10,667

Other

​

​

—

​

​

—

​

​

—

​

​

85

​

​

85

Total

​

$

35,698

​

$

6,140

​

$

11,433

​

$

499

​

$

53,770

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tenant Improvement Allowance

​

$

3,247

​

$

—

​

$

1,460

​

$

—

​

$

4,707

(1) Includes inventory of restaurant equipment for venues under development.

(2) Includes equipment purchased as part of a corporate initiative

​

Our operations have not required significant working capital, and, like many restaurant companies, we may have negative working capital during the year. Revenues are received primarily in credit card or cash receipts, and restaurant operations do not require significant receivables or inventories, other than our wine inventory. In addition, we receive trade credit for the purchase of food, beverages and supplies, thereby reducing the need for incremental working capital to support growth. Due to the seasonality of our business, we typically generate a greater proportion of our cash flow from operations during the fourth quarter.

​

Our future cash requirements will depend on many factors, including the pace of expansion, conditions in the retail property development market, construction costs, the nature of the specific sites selected for new restaurants, and the nature of the specific leases and associated tenant improvement allowances available, if any, as negotiated with landlords. We have made significant investments in our training and development teams to support new restaurants openings. We believe these investments are necessary to support the successful opening of our new restaurants.

​

To help manage future cash requirements, we limit the number of owned company venues under construction at any given time to four restaurants. We also set a maximum number of signed leases for new restaurant development to twelve in order to minimize our cash rent commitment to approximately $3.0 million to $4.0 million annually for restaurants under development.

​

Credit Agreement

Refer to Note 6 and Note 17 to our condensed consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for further information regarding the terms of our long-term debt arrangements and information regarding our commitments and contingencies, respectively.

​

Capital Expenditures and Lease Arrangements

When we open new Company-owned restaurants, our capital expenditures for construction increase. For owned STK restaurants, where we build from a shell state, we have typically targeted a restaurant size of 8,000 square feet with a gross cash investment of approximately $700 to $750 per square foot, exclusive of $150 per square foot in landlord contributions. STK restaurants opened in 2023 and 2024 had a gross cost per square foot of $706 and $132 per square foot in landlord contributions with an average size of 10,618 square feet. For owned Benihana restaurants, where we build from a shell state, we have typically targeted a restaurant size of 7,000 square feet. In situations where we add functional space and build a restaurant with a mezzanine, covered patio, or rooftop, costs per square foot will increase. Typical cash pre-opening costs are $0.6 million to $0.8 million, excluding the impact of cash and non-cash pre-opening rent. In addition, some of our existing restaurants will require capital improvements to either maintain or improve the facilities. We may add seating or provide enclosures for outdoor space in the next twelve months for some of our locations, when we believe that will increase revenues for those locations.

​

​

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Table of Contents

We typically seek to lease our restaurant locations for periods of 10 to 20 years under operating lease arrangements, with a limited number of renewal options. Our rent structure varies, but our leases generally provide for the payment of both minimum and contingent rent based on sales, as well as other expenses related to the leases such as our pro-rata share of common area maintenance, property tax and insurance expenses. Many of our lease arrangements include the opportunity to secure tenant improvement allowances to partially offset the cost of developing and opening the related restaurants. Generally, landlords recover the cost of such allowances from increased minimum rents. However, there can be no assurance that such allowances will be available to us on each project that we select for development.

Cash Flows

​

The following table summarizes the statement of cash flows for the nine periods ended September 28, 2025 and the nine months ended September 30, 2024 (in thousands):

​

​	​	​	​	​	​	​
​	​	For the nine periods ended September 28,		​	For the nine months ended September 30,
​		2025			2024
Net cash provided by (used in):		​			​
Operating activities	​	$	17,222	​	$	25,668
Investing activities	​		(44,172)	​		(423,606)
Financing activities	​		4,822	​		405,565
Effect of exchange rate changes on cash	​		100	​		10
Net increase (decrease) in cash and cash equivalents	​	$	(22,028)	​	$	7,637

​

Operating Activities. Net cash provided by operating activities was $17.2 million for the nine periods ended September 28, 2025, compared to $25.7 million for the nine months ended September 30, 2024. The change in net cash provided by operating activities was primarily attributable to the timing of collections on accounts receivables and payments on accrued expenses.

​

Investing Activities. Net cash used in investing activities for the nine periods ended September 28, 2025 was $44.2 million which was comprised of $22.6 million in capital expenditures primarily for the construction of three restaurants opened during the first half of 2025, as well as residual payments on the two restaurants that opened during the fourth quarter of 2024 and restaurants that were under development as of September 28, 2025, as well as capital expenditures for existing restaurants.

​

Net cash used in investing activities for the nine months ended September 30, 2024 was $423.6 million which was comprised of $369.8 million for the Benihana Acquisition, net of cash acquired and $53.8 million in capital expenditures for the construction of STK Washington DC, which opened in March 2024, and a RA Sushi in Plantation, FL, which opened in July 2024, a Kona Grill in Tigard, OR, which opened in September 2024, and a STK in Aventura, FL, which opened in October 2024, in addition to residual payments on four restaurants that opened during the fourth quarter of 2023 and several restaurants that were under development as of September 30, 2024.

​

Financing Activities. Net cash used in financing activities for the nine periods ended September 28, 2025 was $4.8 million and primarily comprised $11.5 million in borrowings on long-term debt offset by $5.0 million in repayments on long-term debt and financing lease liabilities and $1.1 million in stock repurchases.

​

Net cash used in financing activities for the nine months ended September 30, 2024 was $405.6 million and was comprised of net proceeds from borrowings under the Credit Agreement of $333.8 million and net proceeds from the issuance of preferred stock and warrants of $138.9 million, partially offset by the repayment of the Goldman Sachs debt of $73.6 million.

​

​

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Table of Contents

Recent Accounting Pronouncements

​

See Note 1 to our condensed consolidated financial statements set forth in Item 1 of this Quarterly Report on Form 10-Q for a detailed description of recent accounting pronouncements. We do not expect the recent accounting pronouncements discussed in Note 1 to have a significant impact on our consolidated financial position or results of operations.

​

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

​

As a “smaller reporting company,” as defined in Item 10 of Regulation S-K, we are not required to provide this information.

​

Item 4. Controls and Procedures.

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Evaluation of Disclosure Controls and Procedures

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We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as our controls are designed to do, and management necessarily applies its judgment in evaluating the risk and cost benefit relationship related to controls and procedures.

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Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures as of September 28, 2025 and based on this evaluation, have concluded that our disclosure controls and procedures were effective as of September 28, 2025.

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Changes in Internal Controls

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On May 1, 2024, we completed the Benihana Acquisition and have implemented new processes and internal controls to assist us in the preparation and disclosure of financial information. Given the significance of the Benihana Acquisition, we have excluded the acquired Benihana business from our assessment and report on internal controls over financial reporting for the year ended December 31, 2024. Benihana and RA Sushi make up approximately 50.0% of our total revenue for the year ended December 31, 2024 and 64.9% of our total assets as of December 31, 2024. Other than discussed above, there have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. We will include the acquired Benihana business in our assessment and report on internal controls over financial reporting for the year ending December 28, 2025.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to claims common to our industry and in the ordinary course of our business. Companies in our industry, including us, have been and are subject to class action lawsuits, primarily regarding compliance with labor laws and regulations. Defending lawsuits requires significant management attention and financial resources and the outcome of any litigation is inherently uncertain. We believe that accrual and disclosure for these matters are adequately provided for in our consolidated financial statements. We do not believe the ultimate resolutions of these matters will have a material adverse effect on our consolidated financial position and results of operations. However, the resolution of lawsuits is difficult to predict. A significant increase in the number of these claims, or one or more successful claims under which we incur greater liabilities than is currently anticipated, could materially and adversely affect our consolidated financial statements.

Item 1A. Risk Factors.

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There have been no material changes to the risk factors contained in Item 1A of our Form 10-K for the year ended December 31, 2024.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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In September 2022, the Company’s Board of Directors authorized a repurchase program of up to $10.0 million of outstanding common stock. In May 2023, the Company’s Board of Directors authorized an additional $5.0 million to this program. In March 2024, the Company’s Board of Directors authorized an additional $5.0 million of repurchases under this program. As of September 28, 2025, the Company had purchased 3.4 million shares for $19.3 million under the program.

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During the three periods ended September 28, 2025, the Company purchased 0.1 million shares for aggregate consideration of $0.2 million.The table below reflects shares of common stock purchased during the third quarter of 2025.

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​	​	​	​	​	​	​	​	​
Period	​	Total number of shares purchased	​	Average price paid per share	​	Total number of shares purchased as part of publicly announced plan	​	Maximum dollar value of shares that may yet be purchased under the plan
June 30, 2025 - July 27, 2025	​	—	​	—	​	—	​	$ 943,960
July 28, 2025 - August 24, 2025	​	69,749	​	$ 2.85	​	69,749	​	$ 743,312
August 25, 2025 - September 28, 2025	​	—	​	—	​	—	​	$ 743,312
​	​	​	​	​	​	​	​	​
​	​	69,749	​	$ 2.85	​	69,749	​	​

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Item 5. Other Information

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(c) Adoption or Termination of 10b5-1 Trading Plans

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During the third quarter ended September 28, 2025, no director or officer adopted, modified, or terminated any Rule 10b5-1trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

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(a) Exhibits required by Item 601 of Regulation S-K.

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Exhibit		Description
3.1	​	Amended and Restated Certificate of Incorporation (Incorporated by reference to Form 8-K filed on September 5, 2014).
3.2	​	Certificate of Designations of Series A Preferred Stock (Incorporated by reference to Form 8-K filed on May 1, 2024).
3.3	​	Amended and Restated Bylaws (Incorporated by reference to Form 8-K filed on October 25, 2011).
10.1†*ᶲ	​	Offer Letter, by and between Nicole Thaung and The ONE Group Hospitality, Inc., dated September 7, 2025
10.2†*	​	Employment agreement, by and between Nicole Thaung and Benihana, Inc., dated August 20, 2018
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002
32.1*		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
32.2*		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
104*	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

†Management contract or compensatory plan or arrangement.

ᶲCertain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Dated: November 6, 2025		​
​		​
		THE ONE GROUP HOSPITALITY, INC.
		By:	/s/ Nicole Thaung
			Nicole Thaung, Chief Financial Officer

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38

FAQ

What were STKS’s Q3 2025 revenues and net loss?

Revenue was $180.2M and net loss was $77.5M.

Why was the Q3 2025 tax expense so large for STKS?

The company recorded a $59.1M income tax expense due to establishing a valuation allowance against deferred tax assets.

What is STKS’s equity position as of quarter end?

Total stockholders’ equity was a deficit of ($61.5M).

How much debt and liquidity does STKS have?

Total long-term debt (gross) was $355.0M; revolver borrowings were $5.5M with $28.7M available, subject to conditions.

What were STKS’s cash balances at quarter end?

Cash and cash equivalents were $5.5M ($6.0M including restricted).

Did the Series A Preferred Stock affect Q3 results?

Yes. Paid‑in‑kind dividends and accretion totaled $8.5M in Q3.

What was STKS’s operating cash flow year‑to‑date?

Net cash provided by operating activities was $17.2M for the nine periods ended September 28, 2025.