[Form 4] ONE Group Hospitality, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hilario Emanuel N, who serves as President, CEO and a director of ONE Group Hospitality, Inc. (STKS), reported a tax-related disposition on 09/18/2025. The Form 4 shows 54,678 shares were disposed at a price of $2.76 under Transaction Code F; the filing explains these shares were withheld to satisfy tax withholding upon the vesting of 125,000 restricted stock units. After the transaction Mr. Hilario beneficially owned 1,838,104 shares directly. The filing was signed by an attorney-in-fact on 09/22/2025. This disclosure records an internal tax-settlement action rather than an open-market sale and confirms continued substantial insider ownership.

Positive

• Insider retains substantial ownership with 1,838,104 shares held directly after the transaction
• Disposition was tax withholding on vested RSUs, an administrative action rather than an open-market sale
• Timely and properly filed Form 4 with signature by attorney-in-fact

Negative

• 54,678 shares were disposed (withheld) which reduces the reporting person's share count
• 125,000 RSUs vested, creating a tax obligation and resulting dilution to some extent

Insights

Corporate Governance Expert

TL;DR: Routine RSU tax withholding reduced shares but insider retains substantial ownership, indicating ongoing alignment with shareholders.

The Form 4 documents a standard administrative disposition where 54,678 shares were withheld to satisfy taxes on vested RSUs rather than a discretionary market sale. Such withholdings are common and do not necessarily signal a change in executive conviction. The report also confirms 1,838,104 shares held directly by the reporting person, which remains a material ownership position relative to typical executive holdings in micro- or small-cap companies. The filing is timely and properly executed by an authorized attorney-in-fact.

Securities Analyst

TL;DR: Transaction is administrative; impact on float is small and insider ownership remains large.

Transaction Code F and the accompanying explanation show the disposition resulted from tax withholding on the vesting of 125,000 RSUs. The 54,678 shares disposed at $2.76 represent the withheld portion. This reduces outstanding insider shares by a modest amount and does not introduce new shares to the market. Reporting of a direct ownership of 1,838,104 shares provides transparency on insider stake size, which is relevant for assessing alignment with minority shareholders. No derivatives or other transactions are reported.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HILARIO EMANUEL N

(Last) (First) (Middle)

1624 MARKET ST

STE 311

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE Group Hospitality, Inc. [ STKS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/18/2025		F		54,678(1)	D	$2.76	1,838,104	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares withheld on tax liability upon the vesting of 125,000 restricted stock units.

	/s/ Christi Hing, Attorney-in-Fact	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Hilario Emanuel N report on the Form 4 for STKS?

The Form 4 reports a disposition of 54,678 shares on 09/18/2025 at $2.76, withheld to satisfy taxes on 125,000 vested RSUs.

Why were the 54,678 shares disposed according to the filing?

The filing's explanation states the shares were withheld to cover tax liability upon vesting of restricted stock units.

How many shares does the reporting person own after the transaction?

The Form 4 shows the reporting person beneficially owned 1,838,104 shares following the reported transaction.

Was this an open-market sale by the insider?

No. The filing indicates the disposition was a tax withholding related to RSU vesting, not a market sale.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Christi Hing, Attorney-in-Fact on 09/22/2025.