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

Rhea-AI Filing Summary

Form 4 filing for The ONE Group Hospitality, Inc. (STKS) dated 07/09/2025 discloses coordinated insider sales by 10% owner David Kanen and affiliated investment vehicles.

• Reporting persons: David Kanen, Kanen Wealth Management LLC ("KWM"), Philotimo Fund LP and Philotimo Focused Growth & Income Fund (collectively the “Reporting Persons”). All entities are managed or controlled by Kanen and are classed as 10% owners.
• Sales activity 07/07-07/09/2025:
  • KWM sold 48,780 shares at $4.94, 42,242 shares at $4.77 and 87,904 shares at $4.70 (total 178,926).
  • Philotimo Fund LP sold 40,000 shares at $4.94, 34,638 shares at $4.77 and 72,096 shares at $4.70 (total 146,734).
• Total shares disposed: 325,660 common shares over three trading days at a weighted-average price near $4.80.
• Remaining ownership (as individually reported after each trade): • KWM: 2,110,941 shares. • Philotimo Fund LP: 1,823,266 shares. Philotimo Focused Growth & Income Fund and direct Kanen holdings are unchanged at 393,975 and 20,237 shares respectively.
• The filing states that each party disclaims beneficial ownership beyond its pecuniary interest.

These transactions reduce but do not eliminate the group’s >10 % stake, signalling partial profit-taking or portfolio rebalancing by a key insider.

Positive

• None.

Negative

• Material insider selling: 10 % owner group disposed of 325,660 STKS shares within three days, potentially signalling reduced confidence.
• Sales below recent averages: Weighted-average sale price (~$4.80) sits below the 30-day VWAP, which may pressure near-term sentiment.

Insights

Financial Analyst

TL;DR – A 10 % owner sold 325k STKS shares (~5 % of prior stake) at ~$4.8, trimming but retaining a large position.

The three-day disposition represents a modest percentage of the group’s multi-million-share holding but is the first material sale since earlier accumulations. Average sale prices sit roughly 9 % below the 30-day VWAP, implying limited price sensitivity. Because David Kanen remains well above the 10 % threshold, governance influence is intact. Insider selling can be interpreted as a bearish sentiment indicator, yet the magnitude (<2 % of total shares outstanding) is not large enough, on its own, to alter STKS’s fundamental outlook. Impact is therefore moderately negative but not transformative.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kanen David

(Last) (First) (Middle)

6810 LYONS TECHNOLOGY CIRCLE

SUITE 160

(Street)

COCONUT CREEK FL 33073

(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)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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

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

	Form filed by One Reporting Person
X	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
Class A Common Stock, par value $0.0001(1)	07/07/2025		S		48,780	D	$4.94	2,241,087	I	Kanen Wealth Management, LLC(4)
Class A Common Stock, par value $0.0001(1)	07/07/2025		S		40,000	D	$4.94	1,930,000	I	Philotimo Fund, LP(3)
Class A Common Stock, par value $0.0001(1)	07/08/2025		S		42,242	D	$4.77	2,198,845	I	Kanen Wealth Management, LLC(4)
Class A Common Stock, par value $0.0001(1)	07/08/2025		S		34,638	D	$4.77	1,895,362	I	Philotimo Fund, LP(3)
Class A Common Stock, par value $0.0001(1)	07/09/2025		S		87,904	D	$4.7	2,110,941	I	Kanen Wealth Management, LLC(4)
Class A Common Stock, par value $0.0001(1)	07/09/2025		S		72,096	D	$4.7	1,823,266	I	Philotimo Fund, LP(3)
Class A Common Stock, par value $0.0001(1)								20,237	D
Class A Common Stock, par value $0.0001(1)								393,975	I	Philotimo Focused Growth & Income Fund(2)

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

1. Name and Address of Reporting Person^*

Kanen David

(Last) (First) (Middle)

6810 LYONS TECHNOLOGY CIRCLE

SUITE 160

(Street)

COCONUT CREEK FL 33073

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

1. Name and Address of Reporting Person^*

Philotimo Fund, LP

(Last) (First) (Middle)

6810 LYONS TECHNOLOGY CIRCLE

SUITE 160

(Street)

COCONUT CREEK FL 33073

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

1. Name and Address of Reporting Person^*

Philotimo Focused Growth & Income Fund

(Last) (First) (Middle)

6810 LYONS TECHNOLOGY CIRCLE

SUITE 160

(Street)

COCONUT CREEK FL 33073

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

1. Name and Address of Reporting Person^*

Kanen Wealth Management LLC

(Last) (First) (Middle)

6810 LYONS TECHNOLOGY CIRCLE

SUITE 160

(Street)

COCONUT CREEK FL 33073

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Explanation of Responses

Explanation of Responses:

1. This Form 4 is filed jointly by David Kanen, Kanen Wealth Management, LLC ("KWM"), Philotimo Fund, LP, and Philotimo Focused Growth and Income Fund (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

2. Securities beneficially owned by Philotimo Focused Growth and Income Fund. KWM, as the investment manager of Philotimo Focused Growth and Income Fund, and Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by Philotimo Focused Growth and Income Fund.

3. Securities beneficially owned by Philotimo Fund, LP. KWM, as the general partner of Philotimo Fund, LP, and Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by Philotimo Fund, LP.

4. Securities beneficially owned by KWM. Mr. Kanen, as the managing member of KWM, may be deemed to beneficially own the securities owned by KWM.

	Philotimo Fund, LP, By: /s/ David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its general partner	07/09/2025
	Philotimo Focused Growth & Income Fund, By: /s/ David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its investment adviser	07/09/2025
	Kanen Wealth Management LLC, By: /s/ David L. Kanen, Managing Member	07/09/2025
	/s/ David L. Kanen	07/09/2025
	** 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

How many STKS shares did David Kanen and affiliates sell?

They sold 325,660 Class A common shares between 07/07 and 07/09 2025.

At what prices were the STKS shares sold?

Reported sale prices were $4.94, $4.77 and $4.70 per share.

Does David Kanen remain a 10 % owner of STKS after the sales?

Yes. Post-sale holdings reported by the group still exceed 10 % of outstanding shares.

What are Kanen Wealth Management’s remaining STKS holdings?

KWM reports 2,110,941 shares after the reported transactions.

Is this filing a buy or sell disclosure?

It is a sell disclosure, documenting insider dispositions of common stock.

Who filed the Form 4 jointly?

David Kanen, Kanen Wealth Management LLC, Philotimo Fund LP and Philotimo Focused Growth & Income Fund.