ONE Group Hospitality, Inc.

Previous wording

We opened our first restaurant in January 2004 in New York, New York. We currently own, operate, manage, license or franchise 158 venues including 29 STKs, 85 Benihanas, 23 Kona Grills and 15 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.

Current wording

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.

Previous wording

There is currently one Company-owned Benihana restaurants and one Company-owned Kona Grill restaurant under construction in the following cities:

Current wording

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:

Previous wording

During the second quarter of 2025, we closed four Kona Grill restaurants, one RA Sushi restaurant and one Bao Yum restaurant and terminated a management agreement for one STK restaurant and an operating agreement at the W Hotel. In July 2025, we terminated a license agreement for one STK restaurant.

Current wording

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.

Previous wording

Restaurant Operating Profit increased $1.8 million, or 6.3%, to $31.2 million for the three periods ended June 29, 2025 compared to $29.4 million for the three months ended June 30, 2024. The increase in Restaurant Operating Profit was attributable to the addition of the Benihana and RA Sushi restaurants which were acquired on May 1, 2024, offset by a decrease in Restaurant Operating Profit from our existing business driven by marketing investments and fixed cost deleveraging resulting from a decrease in same store sales. See “Results of Operations” below for a reconciliation of Operating income (loss), the most directly comparable GAAP measure to Restaurant Operating Profit.

Current wording

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.

Previous wording

Total revenues increased $161.0 million, or 62.5%, to $418.5 million for the six periods ended June 29, 2025 compared to $257.5 million for the six months ended June 30, 2024 primarily attributable to the Benihana Acquisition on May 1, 2024.

Current wording

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.

Previous wording

Operating income was $11.4 million for the six periods ended June 29, 2025 compared to operating income of $0.4 million for the six months ended June 30, 2024 primarily due to the increase in operating income attributable to the acquired restaurants.

Current wording

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.

Previous wording

Restaurant Operating Profit increased $24.2 million or 56.9% to $66.7 million for the six periods ended June 29, 2025 compared to restaurant operating profit of $42.5 million for the six months ended June 30, 2024 primarily attributable to the acquired restaurants. Restaurant operating profit as a percentage of owned restaurant net revenue was 16.2% in the first six periods of 2025 compared to 17.0% in the first six months of 2024. See “Results of Operations” below for reconciliation to Operating income (loss), the most directly comparable GAAP measure to Restaurant Operating Profit.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

Results of Operations for the Three Periods Ended June 29, 2025 Compared to the Three Months Ended June 30, 2024

Current wording

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

Previous wording

Management, license and incentive fee revenue*.* Management, license and incentive fee revenues were flat at $3.5 million for both the second quarter of 2025 and the second quarter of 2024. Management, license and incentive fee revenue attributed to Benihana franchised restaurants contributed $0.6 million in revenues during the three periods ended June 29, 2025, which was offset by decreased revenues at our managed STK restaurants in Europe.

Current wording

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.

Previous wording

Owned restaurant cost of sales*.* Food and beverage costs for owned restaurants increased $7.3 million, or 20.4%, to $43.2 million for the three periods ended June 29, 2025 from $35.9 million for the three months ended June 30, 2024. The increase in owned restaurant cost of sales is primarily attributed to cost of sales associated with the additional one period of revenue generated by Benihana and RA Sushi restaurants acquired on May 1, 2024. As a percentage of owned restaurant net revenue, cost of sales were flat at 21.2% for both the second quarter of 2025 and second quarter of 2024.

Current wording

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.

Previous wording

Owned restaurant operating expenses*.*Owned restaurant operating expenses increased $25.7 million to $129.5 million for the three periods ended June 29, 2025 from $103.8 million for the three months ended June 30, 2024. The increase in owned restaurant operating expense is primarily attributed to the additional one period of revenues in the second quarter of 2025 associated with the Benihana and RA Sushi restaurants acquired on May 1, 2024. Owned restaurant operating costs as a percentage of owned restaurant net revenue increased 210 basis points from 61.4% in the three months ended June 30, 2024 to 63.5% for the three periods ended June 29, 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.

Current wording

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.

Previous wording

General and administrative*.* General and administrative costs increased $6.6 million, or 36.2%, to $24.8 million for the six periods ended June 29, 2025 from $18.2 million for the six months ended June 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 5.9% for the six periods ended June 29, 2025 compared to 7.1% for the six months ended June 30, 2024.

Current wording

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.

Previous wording

Depreciation and amortization*.* Depreciation and amortization expense was $10.9 million for the three periods ended June 29, 2025 compared to $8.0 million for the three months ended June 30, 2024. The increase was primarily related to depreciation and

Current wording

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.

Previous wording

Pre-opening expenses. For the three periods ended June 29, 2025, we incurred $1.6 million of pre-opening expenses primarily related to payroll, training and non-cash pre-open rent for STK Topanga and the relocated STK Westwood restaurant, which opened in April 2025 and May 2025, respectively. Pre-opening expenses decreased $0.9 million compared to the prior year period primarily due to a smaller pre-opening training team. Pre-opening expenses for the three months ended June 30, 2024 were $2.5 million primarily related to payroll, training and non-cash pre-open rent for a RA Sushi restaurant which opened on July 1, 2024. We also incurred costs during the second quarter of 2024 for STK, Benihana and Kona Grill restaurants under development Detail of pre-opening expenses by category is provided in the table below for the three periods ended June 29, 2025 and three months ended June 30, 2024 (in thousands).

Current wording

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).

Previous wording

Transaction and exit costs.* *Transaction and exit costs were $0.1 million for the six periods ended June 29, 2025 compared to $7.9 million for the six months ended June 30, 2024. Costs for the first half of 2024 primarily reflected investment banking, legal and professional fees incurred in conjunction with the Benihana Acquisition, which closed on May 1, 2024.

Current wording

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.

Previous wording

Transition and integration costs*.* In the three periods ended June 29, 2025, we incurred $3.9 million of transition and integration costs associated with the Benihana Acquisition compared to $3.8 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.

Current wording

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.

Previous wording

Lease termination and exit costs*.* Lease termination and exit costs were $5.6 million for the three periods ended June 29, 2025 compared to $0.3 million for the three months ended June 30, 2024. Costs for the second quarter of 2025 primarily related to accelerated depreciation as well as exit costs associated with the five restaurants closed during the quarter and the termination of an operating agreement.

Current wording

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.

Previous wording

Interest expense, net of interest income: Interest expense, net of interest income, was $10.3 million for the three periods ended June 29, 2025 compared to $7.9 million for the three months ended June 30, 2024. We borrowed $350.0 million on May 1, 2024 to finance the Benihana Acquisition. The weighted average interest rate for the three periods ended June 29, 2025 was 10.8% compared to 11.9% for the three months ended June 30, 2024.

Current wording

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.

Previous wording

Provision (benefit) for income taxes*.* For the three periods ended June 29, 2025, income tax expense was $0.7 million compared to income tax benefit of $3.5 million for the three months ended June 30, 2024.

Current wording

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.

Previous wording

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest was $0.2 million for the three periods ended June 29, 2025 compared to a loss of $0.2 million for the three months June 30, 2024.

Current wording

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.

Previous wording

Owned restaurant net revenue*.* Owned restaurant net revenue increased $160.8 million, or 64.2%, to $411.3 million for the six periods ended June 29, 2025 from $250.5 million for the six months ended June 30, 2024. The increase was primarily attributable to the acquisition of Benihana and RA Sushi restaurants on May 1, 2024, which generated $256.4 million in revenues during the six periods ended June 29, 2025 compared to $88.7 million for the two-month period owned by the Company in the prior year. The increase in revenues is also attributed to new venues opened since March 2024, partially offset by a reduction in comparable restaurant sales. Comparable restaurant sales decreased 3.6% during the six periods ended June 29, 2025 compared to the six months ended June 30, 2024.

Current wording

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.

Previous wording

Management, license and incentive fee revenue*.* Management, license and incentive fee revenues increased $0.2 million, or 3.5%, to $7.2 million for the six periods ended June 29, 2025 from $7.0 million for the six months ended June 30, 2024. The increase was primarily attributable to Benihana franchised restaurants which generated $1.0 million in revenues during the six periods ended June 29, 2025 compared to $0.4 million for the two-month period owned by the Company in the prior year. The increase in revenues was partially offset by decreased revenues at our STK managed restaurants in Europe.

Current wording

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.

Previous wording

Owned restaurant cost of sales*.* Food and beverage costs for owned restaurants increased $31.7 million, or 58.1%, to $86.3 million for the six periods ended June 29, 2025 compared to $54.6 million for the six months ended June 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.

Current wording

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.

Previous wording

As a percentage of owned restaurant net revenue, cost of sales improved 80 basis points from 21.8% in the six months ended June 30, 2024 to 21.0% for the six periods ended June 29, 2025 primarily due to lower cost of sales for Benihana restaurants and integration synergies.

Current wording

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.

Previous wording

Owned restaurant operating expenses*.*Owned restaurant operating expenses increased $104.9 million to $258.3 million for the six periods ended June 29, 2025 from $153.4 million for the six months ended June 30, 2024. The increase in owned restaurant operating expense is primarily 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. Owned restaurant operating expenses as a percentage of owned restaurant net revenue increased 160 basis points from 61.2% in the six months ended June 30, 2024 to 62.8% for the six periods ended June 29, 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.

Current wording

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.

Previous wording

General and administrative*.* General and administrative costs increased $1.1 million, or 9.7%, to $11.7 million for the three periods ended June 29, 2025 from $10.6 million for the three months ended June 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 5.6% for the three periods ended June 29, 2025 compared to 6.2% for the three months ended June 30, 2024.

Current wording

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.

Previous wording

Depreciation and amortization*.* Depreciation and amortization expense was $20.7 million and $13.3 million for the six periods ended June 29, 2025 and the six months ended June 30, 2024, respectively. The increase was primarily related to six periods of depreciation and amortization for the Benihana and RA Sushi restaurants acquired on May 1, 2024 compared to two 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.

Current wording

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.

Previous wording

Pre-opening expenses. For the six periods ended June 29, 2025, we incurred $3.3 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 $2.1 million compared to the prior year period primarily due to the downsizing of the pre-opening training team.

Current wording

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.

Previous wording

For the six months ended June 30, 2024, we incurred $5.4 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 and a RA Sushi restaurant which opened on July 1, 2024. We also incurred costs during the first six months of 2024 for two STK restaurants that opened during December 2023 and STK, Benihana and Kona Grill restaurants currently under development. Detail of pre-opening expenses by category is provided in the table below for the six periods ended June 29, 2025 and the six months ended June 30, 2024 (in thousands).

Current wording

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).

Previous wording

Transaction and exit costs*.* Transaction and exit costs were $0.1 million for the three periods ended June 29, 2025 compared to $6.5 million for the three months ended June 30, 2024. Costs for the second quarter of 2024 primarily reflected investment banking, legal and professional fees incurred in conjunction with the Benihana Acquisition, which closed on May 1, 2024.

Current wording

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.

Previous wording

Transition and integration costs*.* In the six periods ended June 29, 2025, we incurred $7.7 million of transition and integration costs associated with the Benihana Acquisition compared to $3.8 million in the first half of 2024. 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.

Current wording

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.

Previous wording

Lease termination and exit costs*.* Lease termination and exit costs were $5.7 million for the six periods ended June 29, 2025 compared to $0.5 million for the six months ended June 30, 2024. Costs for the first six periods of 2025 primarily related to accelerated depreciation as well as exit costs associated with the five restaurants closed during the quarter and the termination of an operating agreement.

Current wording

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.

Previous wording

Interest expense, net of interest income*.* Interest expense, net of interest income, was $20.1 million for the six periods ended June 29, 2025 compared to $9.9 million for the six months ended June 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 six periods ended June 29, 2025 was 10.9% compared to 12.0% in the same period of 2024.

Current wording

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.

Previous wording

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 three months ended June 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.

Current wording

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.

Previous wording

Provision (benefit) for income taxes*.* The provision for income taxes for the six periods ended June 29, 2025 was $1.0 million compared to a benefit for income taxes of $3.7 million for the six months ended June 30, 2024.

Current wording

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.

Previous wording

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest was $0.6 million for the six periods ended June 29, 2025 compared to a net loss of $0.5 million for the six months ended June 30, 2024.

Current wording

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.

Previous wording

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 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 June 29, 2025, we had cash and cash equivalents and restricted cash and cash equivalents totaling $5.2 million and $347.4 million in long-term debt, which consisted of borrowings under our Credit Agreement. As of June 29, 2025, the availability on our revolving credit facility was $33.6 million, subject to certain conditions.

Current wording

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.

Previous wording

For the six periods ended June 29, 2025, capital expenditures were $32.1 million of which $19.9 million related to the construction of new STK, Benihana and Kona Grill restaurants and $11.8 million related to existing restaurants. Net capital expenditures, inclusive of $2.3 million in landlord contributions, was $29.8 million for the six periods ended June 29, 2025. We expect to receive between $1.5 million to $2.5 million in landlord contributions in the next three months. Capital expenditures by type for the six periods ended June 29, 2025 and the six months ended June 30, 2024, respectively, are provided below (in thousands).

Current wording

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).

Previous wording

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

Current wording

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.