ONE Group Hospitality, Inc.

Previous wording

We currently own, operate, manage, license or franchise 166 venues including 30 STKs, 84 Benihanas, 27 Kona Grills and 16 RA Sushis in major metropolitan cities in North America, Europe, Latin America and the Middle East and 9 F&B venues in four hotels and casinos in the United States and Europe.

Current wording

We currently own, operate, manage, license or franchise 158 venues including 31 STKs, 86 Benihanas, 23 Kona Grills and 12 RA Sushis in major metropolitan cities in North America, Europe and the Middle East and 6 F&B venues in three hotels and casinos in the United States and Europe.

Previous wording

We opened the following six new venues in 2024:

Current wording

We opened the following seven new venues in 2025:

Previous wording

We intend to add five to seven new venues in 2025.

Current wording

We intend to add six to ten new venues in 2026.

Previous wording

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

Current wording

There are currently two Company-owned STK restaurants and two Company-owned Benihana restaurants under construction in the following cities:

Previous wording

Restaurant operating profit increased $57.9 million, or 114.9% to $108.3 million for 2024 compared to $50.4 million in 2023. Restaurant operating profit as a percentage of owned restaurant net revenue was 16.4% in 2024 compared to 15.9% in 2023. Approximately $63.0 million of the increase in restaurant operating profit was attributable to the addition of the Benihana and RA Sushi restaurants from May 1, 2024 to December 31, 2024 offset by a decrease in restaurant operating profit from our existing business driven by food cost deleveraging driven by 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 increased $19.5 million, or 18.1%, to $127.1 million for 2025 compared to $107.6 million in 2024. Restaurant operating profit as a percentage of owned restaurant net revenue, excluding Grill Concepts locations closed or to be closed, was 16.6% in 2025 compared to 17.5% in 2024. See “Results of Operations” below for a reconciliation of Operating income (loss), the most directly comparable GAAP measure to restaurant operating profit and a reconciliation of Owned restaurant net revenue, the most directly comparable GAAP measure to owned restaurant net revenue, excluding Grill Concepts locations closed or to be closed.

Previous wording

Net loss attributable to The ONE Group Hospitality, Inc was $15.8 million in 2024 compared to net income of $4.7 million in 2023 primarily due to transaction, transition and integration costs partially offset the by the income generated at the acquired restaurants.

Current wording

Net loss attributable to The ONE Group Hospitality, Inc. was $92.2 million in 2025 compared to net income of $17.1 million in 2024, primarily due to the non-cash tax valuation allowance that was recorded during the third quarter of 2025.

Previous wording

Expansion of STK*.* We expect to continue to expand our operations domestically and internationally through a mix of owned, licensed and managed STK restaurants using a disciplined and targeted site selection process. We have identified over 75 additional major metropolitan areas across the globe where we expect we could grow our STK brand to 200 restaurants over the foreseeable future. We expect to open four to six STKs annually, primarily through Company-owned locations and management or licensing agreements, provided that we have sufficient interest from prospective licensees, acceptable locations and quality restaurant managers available to support that pace of growth.

Current wording

Expansion of STK*.* We expect to continue to expand our operations domestically and internationally through a mix of owned, licensed and managed STK restaurants using a disciplined and targeted site selection process. We have identified over 75 additional major metropolitan areas across the globe where we expect we could grow our STK brand to 200 restaurants over the foreseeable future. We expect to open three to five STKs annually, primarily through Company-owned locations and management or licensing agreements, provided that we have sufficient interest from prospective licensees, acceptable locations and quality restaurant managers available to support that pace of growth.

Previous wording

Expansion of Benihana*.* We expect to expand our operations domestically and internationally through a mix of owned and franchised Benihana restaurants using a disciplined and targeted site selection process. We believe we could grow the Benihana brand to 400 restaurants over the foreseeable future. We expect to open one to three Benihanas annually, primarily through Company-owned locations and franchising agreements, provided that we have sufficient interest from prospective franchisees, acceptable locations and quality restaurant managers available to support that pace of growth.

Current wording

Expansion of Benihana*.* We expect to expand our operations domestically and internationally through a mix of owned and franchised Benihana restaurants using a disciplined and targeted site selection process. We believe we could grow the Benihana brand to 400 restaurants over the foreseeable future. We expect to open three to five Benihanas annually, primarily through Company-owned locations and franchising agreements, provided that we have sufficient interest from prospective franchisees, acceptable locations and quality restaurant managers available to support that pace of growth.

Previous wording

In 2024, we opened Company-owned STK restaurants in Washington, D.C. and Aventura, Florida. We also opened one managed STK restaurant in Ontario, Canada. Additionally, we have two STK restaurants in Topanga, California and Los Angeles, California under construction and several restaurants in the development phase or under lease that we plan to open in 2025 or 2026.

Current wording

In 2025, we opened Company-owned Benihana restaurants in San Mateo, California and at the UBS Arena in Elmont, New York. We also opened one franchised Benihana Express location in Miami, Florida. Additionally, we currently have two Benihana restaurants in San Jose, California and Seattle, Washington under construction and several restaurants in the development phase or under lease we plan to open in 2026 or 2027.

Previous wording

Increase Same Store Sales and Increase Our Operating Efficiency*.* In addition to expanding into new cities and hospitality venues, we intend to continue to increase revenue and profits in our existing operations through continued focus on high-quality, high-margin food and beverage menu items. We believe that our operating margins will improve

Current wording

Increase Same Store Sales and Increase Our Operating Efficiency*.* In addition to expanding into new cities and hospitality venues, we intend to continue to increase revenue and profits in our existing operations through continued focus on high-quality, high-margin food and beverage menu items. We believe that our operating margins will improve through growth in same store sales, as defined below in Key Performance Indicators, and a reduction of store-level operating expenses.

Previous wording

Same Store Sales (“SSS”)**. SSS represents total food and beverage sales at domestic owned and managed restaurants opened for at least a full 24-month period at the beginning of each quarter, which removes the impact of new restaurant openings in comparing the operations of existing restaurants. For STK SSS, this measure includes total revenue from our owned and managed domestic STK locations, excluding revenues from our owned STK restaurant located in the W Hotel in Los Angeles, California due to the impact of the F&B hospitality management agreement with the hotel. Revenues from locations where we do not directly control the event sales force are excluded from this measure.

Current wording

Same Store Sales (“SSS”)**. SSS represents total food and beverage sales at domestic owned and managed restaurants opened for at least a full 24-month period at the beginning of each quarter, which removes the impact of new restaurant openings in comparing the operations of existing restaurants. For STK SSS, this measure includes total revenue from our owned and managed domestic STK locations. Revenues from locations where we do not directly control the event sales force are excluded from this measure.

Previous wording

Our comparable restaurant base for STK SSS consisted of twelve domestic restaurants for the year ended December 31, 2024. For Benihana SSS, sixty-six domestic restaurants are included in the comparable restaurant base. For Grill Concepts SSS, forty domestic restaurants are included in the comparable restaurant base. STK, Benihana and Grill Concepts SSS decreased 8.7%, 1.8% and 13.2%, respectively for 2024 compared to the prior year.

Current wording

Our comparable restaurant base for STK SSS consisted of thirteen domestic restaurants for the year ended December 28, 2025. For Benihana SSS, sixty-eight domestic restaurants are included in the comparable restaurant base. For Grill Concepts SSS, thirty-four domestic restaurants are included in the comparable restaurant base. STK, Benihana and Grill Concepts SSS decreased 3.7%, 0.8% and 12.5%, respectively, for 2025 compared to the prior year.

Previous wording

Number of Restaurant Openings*.*Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period. For each restaurant opening, we incur pre-opening costs, which are defined below. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (also referred to in the restaurant industry as the “honeymoon” period), which decrease to a steady level approximately 24 months after opening. However, operating costs during this initial period are also higher than normal, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately to 24 months after opening. Some new restaurants may experience a “honeymoon” period that is either shorter or longer than this time frame.

Current wording

Number of Restaurant Openings*.*Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period. For each restaurant opening, we incur pre-opening expenses, which are defined below. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (also referred to in the restaurant industry as the “honeymoon” period), which decrease to a steady level approximately 24 months after opening. However, operating costs during this initial period are also higher than normal, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately 24 months after opening. Some new restaurants may experience a “honeymoon” period that is either shorter or longer than this time frame.

Previous wording

Average Check Per Person*.* Average check per person is calculated by dividing total restaurant sales by total number of guests for a specified period. Our management team uses these indicators at STK to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. For our comparable STK restaurants, the average check per person was $127 for 2024 compared to $130 for 2023.

Current wording

Average Check Per Person*.* Average check per person is calculated by dividing total restaurant sales by total number of guests for a specified period. Our management team uses these indicators at STK to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. For our comparable STK restaurants, the average check per person was $129 for 2025 compared to $127 for 2024.

Previous wording

Average Transaction*.* Average transaction is calculated by dividing total restaurant sales by total number of transactions for a specified period. Our management team uses these indicators at Benihana and Grill Concepts to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. Average transaction for comparable Benihana restaurants was $111. The average transaction was $64 for our comparable Grill Concepts restaurants in 2024 compared to $63 for 2023. In 2024, full year information for both Benihana and RA Sushi, which is within Grill Concepts, is presented whereas 2023 reflects only Kona Grill within Grill Concepts.

Current wording

Average Transaction*.* Average transaction is calculated by dividing total restaurant sales by total number of transactions for a specified period. Our management team uses these indicators at Benihana and Grill Concepts to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. The average transaction for comparable Benihana restaurants was $116 in 2025 compared to $111 for 2024. The average transaction was $64 for our comparable Grill Concepts restaurants in both 2025 and 2024.

Previous wording

Average Comparable Restaurant Revenue. Average comparable restaurant revenue consists of the average sales of our comparable restaurants over a certain period of time. This measure is calculated by dividing total comparable restaurant sales in a given period by the total number of comparable restaurants in that period. For purposes of this calculation, STK Downtown restaurant and rooftop are considered a single venue. This indicator assists management in measuring changes in customer traffic, pricing and development of our brand. Our average comparable STK restaurant revenues were $15.5 million and $17.3 million for 2024 and 2023, respectively. For 2024, our average comparable Benihana restaurant revenues were $6.5 million. Our average comparable Grill Concepts restaurant revenues were $3.9 million and $5.2 million for 2024 and 2023, respectively. In 2024, full year information for both Benihana and RA Sushi, which is within Grill Concepts, is presented whereas 2023 reflects only Kona Grill within Grill Concepts.

Current wording

Average Comparable Restaurant Revenue. Average comparable restaurant revenue consists of the average sales of our comparable restaurants over a certain period of time. This measure is calculated by dividing total comparable restaurant sales in a given period by the total number of comparable restaurants in that period. For purposes of this calculation, STK Downtown restaurant and rooftop are considered a single venue. This indicator assists management in measuring changes in customer traffic, pricing and development of our brand. Our average comparable STK restaurant revenues were $14.2 million and $15.5 million for 2025 and 2024, respectively. For 2025, our average comparable Benihana restaurant revenues were $6.3 million compared to $6.5 million for 2024. Our average comparable Grill Concepts restaurant revenues were $3.6 million and $3.9 million for 2025 and 2024, respectively.

Previous wording

Owned restaurant net revenues. Owned restaurant net revenues consist of food and beverage sales by owned restaurants net of any discounts associated with each sale and of any ancillary F&B hospitality services at owned locations. Additionally, revenues from offsite banquets and our gift card programs are included in owned restaurant net revenues. For the year ended December 31, 2024, beverage sales comprised 17% of food and beverage sales, and food sales comprised the remaining 83%. This indicator assists management in understanding the trends in gross margins of the restaurants.

Current wording

Owned restaurant net revenues. Owned restaurant net revenues consist of food and beverage sales by owned restaurants net of any discounts associated with each sale and of any ancillary F&B hospitality services at owned locations. Additionally, revenues from offsite banquets and our gift card programs are included in owned restaurant net revenues. For the year ended December 28, 2025, in-venue beverage sales comprised 17% of food and beverage sales, and in-venue food sales comprised the remaining 83%. This indicator assists management in understanding the trends in gross margins of the restaurants.

Previous wording

Owned restaurant cost of sales*.* Owned restaurant cost of sales includes all owned restaurant food and beverage expenditures. We measure cost of goods as a percentage of owned restaurant net revenues. Owned restaurant cost of

Current wording

Owned restaurant cost of sales*.* Owned restaurant cost of sales includes all owned restaurant food and beverage expenditures. We measure cost of goods as a percentage of owned restaurant net revenues. Owned restaurant cost of sales are generally influenced by the cost of food and beverage items, menu mix, discounting activity and restaurant level controls. See “Item 1A. Risk Factors — Increases in commodity prices would adversely affect our results of operations.”

Previous wording

Owned restaurant operating expenses*.*We measure owned restaurant operating expenses as a percentage of owned restaurant net revenues. Owned restaurant operating expenses include the following:

Current wording

Owned restaurant operating expenses include the following:

Previous wording

EBITDA, Adjusted EBITDA and Restaurant Operating Profit*.We present *EBITDA, Adjusted EBITDA and Restaurant Operating Profit to supplement other measures of financial performance. EBITDA, Adjusted EBITDA and Restaurant Operating Profit are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). We define EBITDA as net income before interest expense, benefit for income taxes and depreciation and amortization. We define Adjusted EBITDA as net income before interest expense, benefit for income taxes, depreciation and amortization, non-cash rent expense, transaction and exit costs, transition and integration expenses, stock-based compensation, and non-recurring gains and losses. Not all of the items defining Adjusted EBITDA occur in each reporting period but have been included in our definitions of these terms based on our historical activity. We define Restaurant Operating Profit as owned restaurant net revenue minus owned restaurant cost of sales and owned restaurant operating expenses.

Current wording

EBITDA, Adjusted EBITDA and Restaurant Operating Profit*.We present *EBITDA, Adjusted EBITDA and Restaurant Operating Profit to supplement other measures of financial performance. EBITDA, Adjusted EBITDA and Restaurant Operating Profit are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America (“GAAP”). We define EBITDA as net income before interest expense, benefit 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, loss on early debt extinguishment and the Adjusted EBITDA attributable to Grill Concept restaurants closed or to be closed. Not all of the items defining Adjusted EBITDA occur in each reporting period but have been included in our definitions of these terms based on our historical activity. We define Restaurant Operating Profit as owned restaurant net revenue minus owned restaurant cost of sales and owned restaurant operating expenses.

Previous wording

Owned restaurant net revenue*.* Owned restaurant net revenue increased $341.5 million, or 107.6%, to $658.9 million for 2024 from $317.4 million for 2023. The increase was primarily attributable to the acquisition of Benihana and RA Sushi restaurants on May 1, 2024, which generated $338.1 million in revenues and $35.5 million in revenues from ten new restaurants opened since January 2023, partially offset by a reduction in comparable restaurant sales. Comparable restaurant sales decreased 6.2% in 2024 compared to 2023.

Current wording

Owned restaurant net revenue*.* Owned restaurant net revenue increased $132.9 million, or 20.2%, to $791.8 million for 2025 from $658.9 million for 2024. The increase was primarily attributable to the acquisition of Benihana and RA Sushi restaurants on May 1, 2024, which generated $488.9 million in revenues in 2025 compared to $338.1 million for the eight-month period owned by the Company in 2024. Comparable restaurant sales decreased 3.7% in 2025 compared to 2024 primarily due to the current economic and macro environment.

Previous wording

Management, license, franchise and incentive fee revenue*.*Management, license, franchise and incentive fee revenues decreased $1.0 million, or 6.5%, to $14.4 million for 2024 from $15.4 million for 2023. The decrease was primarily attributable to a decrease in revenues at our managed STK restaurants in North America, partially offset from the franchise revenue from the acquired Benihana restaurant franchise agreements.

Current wording

Management, license, franchise and incentive fee revenue*.*Management, license, franchise and incentive fee revenues decreased $0.4 million, or 2.8%, to $14.0 million for 2025 from $14.4 million for 2024. The decrease was primarily attributable to a decrease in revenues at our managed STK restaurants in the United Kingdom, partially offset from the franchise revenue from the acquired Benihana restaurant franchise agreements.

Previous wording

Owned restaurant cost of sales*.* Food and beverage costs for owned restaurants increased $63.1 million, or 83.4%, to $138.8 million for 2024 from $75.7 million for 2023. The increase in owned restaurant cost of sales is primarily attributed to $64.9 million in cost of sales associated with revenues generated by Benihana and RA Sushi restaurants acquired on May 1, 2024, partially offset by a decrease in comparable sales. As a percentage of revenues, cost of sales decreased 280 basis points to 21.1% for 2024 from 23.9% for 2023 primarily due to lower cost of sales for Benihana restaurants, product mix management, pricing and operational cost reduction initiatives partially offset by increased commodity prices.

Current wording

Owned restaurant cost of sales*.* Food and beverage costs for owned restaurants increased $24.8 million, or 17.9%, to $163.6 million for 2025 from $138.8 million for 2024. The increase in owned restaurant cost of sales is primarily attributed to the incremental sales increase from Benihana and RA Sushi restaurants acquired in the Benihana Acquisition partially offset by a decrease in comparable sales. As a percentage of revenues, cost of sales decreased 40 basis points to 20.7% for 2025 from 21.1% for 2024 primarily due to lower cost of sales for Benihana restaurants and integration synergies partially offset by commodity inflation.

Previous wording

Owned restaurant operating expenses*.* Owned restaurant operating expenses increased $220.5 million, or 115.3%, to $411.8 million for 2024 from $191.3 million for 2023. The increase in owned restaurant operating expense is primarily attributed to $210.2 million in operating expenses associated with revenues generated by Benihana and RA Sushi restaurants acquired on May 1, 2024. Owned restaurant operating costs as a percentage of owned restaurant net revenue increased 220 basis points from 60.3% in 2023 to 62.5% for 2024 primarily due to higher labor costs driven by wage inflation, increased marketing expenses, general operating cost inflation and fixed cost deleveraging driven by a decrease in same store sales, partially offset by lower restaurant operating costs for Benihana restaurants.

Current wording

Owned restaurant operating expenses*.* Owned restaurant operating expenses increased $89.5 million, or 21.6%, to $503.1 million for 2025 from $413.6 million for 2024. The increase in owned restaurant operating expense is primarily attributed to the incremental operating expenses from the acquired Benihana and RA Sushi restaurants. Owned restaurant operating costs as a percentage of owned restaurant net revenue increased 70 basis points from 62.8% in 2024 to 63.5% for 2025 primarily due to 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 $13.4 million, or 43.5%, to $44.2 million for 2024 from $30.8 million for 2023. 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 6.6% in 2024 compared to 9.2% in 2023.

Current wording

General and administrative*.* General and administrative costs increased $8.3 million, or 18.8%, to $52.5 million for 2025 from $44.2 million for 2024. The increase was attributable to incremental headcount associated with the Benihana Acquisition and increased travel expenses. As a percentage of revenues, general and administrative costs were 6.5% in 2025 compared to 6.6% in 2024.

Previous wording

Depreciation and amortization*.* Depreciation and amortization expense increased $18.4 million to $34.1 million for 2024 from $15.7 million for 2023. The increase was primarily related to depreciation and amortization for the Benihana and RA Sushi restaurants acquired on May 1, 2024, depreciation associated with the opening of ten new owned venues since January 2023 and capital expenditures to maintain and enhance the guest experience in our restaurants.

Current wording

Depreciation and amortization*.* Depreciation and amortization expense increased $9.1 million to $43.2 million for 2025 from $34.1 million for 2024. The increase was primarily related to a full year of depreciation and amortization for the Benihana and RA Sushi restaurants acquired in the Benihana Acquisition.

Previous wording

Transition and integration costs. In 2024, we incurred $13.7 million of transition and integration costs associated with the Benihana Acquisition, which closed on May 1, 2024. Included in these costs are expenses related to the implementation of happy hour and wagyu offerings at Benihana and identified duplicate professional service vendors, operational support offices, support positions, and maintenance expenses that will be eliminated in the foreseeable future. Over the next twelve months, we intend to integrate Benihana by leveraging our corporate infrastructure, our supply chain, and unique Vibe Dining program, to elevate the brand experience and drive improved performance.

Current wording

Transition and integration expenses. In 2025 and 2024, we incurred $11.2 million and $13.7 million, respectively, of transition and integration expenses associated with the Benihana Acquisition, which closed on May 1, 2024. Included in these costs are expenses related to the identified duplicate professional service vendors, operational support offices, support positions, and maintenance expenses.

Previous wording

Pre-opening expenses*.* We incurred $9.5 million of pre-opening expenses primarily related to payroll, training, and non-cash rent for six STK, Kona Grill, RA Sushi and Salt Water Social restaurants which opened in 2024 as well as restaurants currently under development. Total pre-opening expenses related to non-cash pre-open rent was $1.2 million.

Current wording

Pre-opening expenses*.* We incurred $5.7 million of pre-opening expenses primarily related to payroll, training, and non-cash rent for seven STK and Benihana restaurants which opened in 2025 as well as restaurants currently under development. Total pre-opening expenses related to non-cash pre-open rent was $0.6 million.

Previous wording

Pre-opening expenses for 2023 were $8.9 million primarily related costs associated with six restaurants which opened in 2023 and restaurants opened in 2024. Total pre-opening expenses related to non-cash rent were $1.8 million.

Current wording

Pre-opening expenses for 2024 were $9.5 million primarily related to payroll, training, and non-cash rent for six STK, Kona Grill, RA Sushi and Salt Water Social restaurants which opened in 2024. Total pre-opening expenses related to non-cash rent were $1.2 million.

Previous wording

Transaction and exit costs. Transaction and exit costs were $9.3 million for 2024. These costs primarily included 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 $0.3 million and $8.9 million for 2025 and 2024, respectively. 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

Interest expense, net of interest income*.* Interest expense, net of interest income, was approximately $31.1 million and $7.0 million for 2024 and 2023, respectively. We borrowed $350.0 million on the Credit Agreement on May 1, 2024 to finance the Benihana Acquisition. The weighted average interest rate for 2024 was 11.7% compared to 11.9% for 2023.

Current wording

Interest expense, net of interest income*.* Interest expense, net of interest income, was approximately $40.9 million and $31.1 million for 2025 and 2024, respectively. We borrowed $350.0 million under a credit agreement with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., HPS Investment Partners, LLC and HG Vora Capital Management, LLC (the “Credit Agreement”) entered into on May 1, 2024 to finance the Benihana Acquisition. The weighted average interest rate for 2025 was 10.7% compared to 11.7% for 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 our credit agreement with Goldman Sachs Bank NA to early extinguish the $73.1 million of outstanding term loans. 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 our credit agreement with Goldman Sachs Bank NA to early extinguish the $73.1 million of outstanding term loans. 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 for the year ended December 31, 2024.

Previous wording

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest increased to a net loss of $0.8 million for 2024 compared to net loss of $0.7 million for 2023.

Current wording

Net loss attributable to noncontrolling interest. Net loss attributable to noncontrolling interest increased to a net loss of $1.3 million for 2025 compared to net loss of $0.8 million for 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 our 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 and the foreseeable future, including the costs of opening currently planned new restaurants, through cash provided by operations, construction allowances provided by landlords of certain locations and borrowings under our Credit Agreement. We also may borrow on our revolving credit facility or issue equity, including preferred stock, to support ongoing business and fund additional expansion. We believe these sources of financing are adequate to support our immediate business operations and plans. As of December 31, 2024, we had cash and cash equivalents of $27.6 million. We had $348.3 million in long-term debt, which consisted of borrowings under our Credit Agreement as of December 31, 2024. As of December 31, 2024, 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 our 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 and the foreseeable future, including the costs of opening currently planned new restaurants, through cash provided by operations, construction allowances provided by landlords of certain locations and borrowings under our Credit Agreement. We also may borrow on our revolving credit facility or issue equity, including preferred stock, to

Previous wording

Capital expenditures in 2024 were $71.6 million of which $54.5 million primarily related to the construction of new STK, Benihana, Kona Grill and RA Sushi restaurants and $16.3 million related to existing restaurants. Net capital expenditures, inclusive of $6.9 million in landlord contributions, was $64.7 million for 2024. We expect to receive between $1.0 million to $2.0 million in landlord contributions in the next three months.

Current wording

Capital expenditures in 2025 were $57.6 million, of which $30.0 million primarily related to the construction of new STK, Benihana and Kona Grill restaurants, $7.4 million related to remodels or major projects at existing restaurants and $20.2 million related to existing restaurants. Net capital expenditures, inclusive of $6.3 million in landlord contributions, was $51.3 million for 2025. We expect to receive between $1.0 million to $1.3 million in landlord contributions in the next three months.

Previous wording

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. If we

Current wording

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. If we modify our growth plans, the personnel that comprise our training team could be deployed to operate existing restaurants.

Previous wording

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.

Current wording

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.

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 feet 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.

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 $600 to $650 per square foot, exclusive of $150 per square foot in landlord contributions. STK restaurants opened in 2024 and 2025 had a gross cost per square foot of $689 and $119 per square foot in landlord contributions with an average size of 11,922 square feet. For owned Benihana restaurants, where we build from a shell state, we have typically targeted a restaurant size of 6,000 to 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 feet will increase. Typical cash pre-opening expenses 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.

Previous wording

Operating Activities. Net cash provided by operating activities was $44.1 million for 2024 compared to $30.8 million for 2023. The increase in net cash provided by operating activities during 2024 compared to 2023 was primarily attributable to the net cash generated by the acquired Benihana and RA Sushi restaurants.

Current wording

Operating Activities. Net cash provided by operating activities was $30.3 million for 2025 compared to $44.1 million for 2024. The decrease in net cash provided by operating activities during 2025 compared to 2024 was primarily attributable to the timing of collections on credit card receivables.

Previous wording

Investing Activities. Net cash used in investing activities for 2024 was $441.4 million, which was comprised of $369.8 million for the Benihana acquisition, net of cash acquired, and $71.6 millionof which $54.5 million primarily related to the construction of new STK, Benihana, Kona Grill and RA Sushi restaurants and $16.3 million related to existing restaurants. Net cash used in investing activities for 2023 was $53.5 million primarily for the construction of six restaurants opened in 2023 and new restaurants under development, as well as capital expenditures for existing restaurants.

Current wording

Net cash used in investing activities for 2024 was $441.4 million, which was comprised of $369.8 million for the Benihana acquisition, net of cash acquired, and $71.6 million of which $54.5 million primarily related to the construction of new STK, Benihana, Kona Grill and RA Sushi restaurants and $16.3 million related to existing restaurants.