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

Rhea-AI Filing Summary

Form 4 overview – ONE Group Hospitality, Inc. (STKS)

On 06/27/2025, 10% owner David Kanen and related entities (Kanen Wealth Management LLC, Philotimo Fund LP, and Philotimo Focused Growth & Income Fund) filed a joint Form 4 reporting a single open-market sale of 24,431 Class A common shares at $4.61 per share, generating roughly $113,000 in proceeds.

Post-transaction, the group reports the following indirect and direct holdings:

• Kanen Wealth Management LLC (KWM): 2,289,867 shares
• David Kanen (direct): 20,237 shares
• Philotimo Focused Growth & Income Fund: 393,975 shares
• Philotimo Fund, LP: 1,970,000 shares

Total disclosed beneficial ownership across all reporting persons equals approximately 4.67 million shares, sustaining their >10% ownership status.

Key footnote insight: KWM’s reported share count declined because several managed accounts are no longer considered beneficially owned after account-holder deaths and other uncontrollable events. Aside from the 24,431-share sale, the change in reported ownership is administrative rather than transactional.

Investor takeaway: The disposal represents < ~0.5%> of the group’s aggregate position and does not materially alter their strategic stake. However, it signals modest insider selling and clarifies why prior filings showed higher share totals.

Positive

• None.

Negative

• Insider sale of 24,431 shares by a >10% owner may be perceived as a mildly negative sentiment signal, albeit financially immaterial.
• Reported beneficial ownership reduction—even though largely administrative—could be misinterpreted by investors as broader divestment.

Insights

Equity Research Analyst

TL;DR: Small 0.5% insider sale; stake still >10%, impact limited.

The reported 24,431-share sale at $4.61 trims Kanen’s indirect stake via KWM by a fraction, leaving the group with 4.67 million shares. The filing’s footnote shows that most reduction stems from managed accounts no longer under KWM’s control, not market disposals. Given the modest dollar value and unchanged strategic ownership status, I view the event as neutral for valuation. Liquidity or governance concerns do not arise.

Corporate Governance Specialist

TL;DR: Administrative ownership reclassification dominates; governance risk low.

The joint filing clarifies beneficial-ownership mechanics across multiple entities and upholds transparency. The sole market transaction is immaterial. Footnote 5 indicates proper compliance with Section 16 after losing discretionary authority over certain accounts—an expected governance step. No red flags emerge; insider alignment remains intact.

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)
06/27/2025

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)	06/27/2025		S		24,431	D	$4.61	2,289,867(5)	I	Kanen Wealth Management, LLC(4)
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)
Class A Common Stock, par value $0.0001(1)								1,970,000	I	Philotimo Fund, LP(3)

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.

5. Due to circumstances beyond the Reporting Persons' control, KWM ceased to furnish investment advice to certain managed accounts, including as a result of the passing of certain account holders, and therefore the shares of the Issuer's common stock held in such accounts are no longer beneficially owned by KWM in its capacity as investment manager. Other than the transaction reported herein, changes in KWM's beneficial ownership since the last Form 4 filed by the Reporting Persons are attributable to KWM ceasing to beneficially own such shares of common stock.

	Philotimo Fund, LP, By: /s/ David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its general partner	07/01/2025
	Philotimo Focused Growth & Income Fund, By: /s/ David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its investment adviser	07/01/2025
	Kanen Wealth Management LLC, By: /s/ David L. Kanen, Managing Member	07/01/2025
	/s/ David L. Kanen	07/01/2025
	** 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.
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FAQ

How many STKS shares did David Kanen sell on 06/27/2025?

The Form 4 shows a sale of 24,431 shares at $4.61 per share.

What is the total STKS stake held by Kanen-affiliated entities after the sale?

Combined holdings total about 4.67 million shares, including 2.29 million via Kanen Wealth Management LLC.

Why did Kanen Wealth Management’s reported ownership decline?

Footnote 5 states KWM ceased advising certain managed accounts, so those shares are no longer considered beneficially owned.

Does the filing affect Kanen’s >10% owner status in ONE Group Hospitality?

No. Even after the update, the group retains more than 10% of outstanding shares.

Was any derivative security activity reported in this Form 4?

No derivative securities were acquired or disposed of; Table II contains no reportable transactions.