ONE Group Hospitality, Inc.
For the period ended Dec 28, 2025. Filed Mar 19, 2026.
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FY2025 · Filed Mar 19, 2026
STKS$1.01-14.4%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
Item 16. 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 19, 2026
| THE ONE GROUP HOSPITALITY, INC. | |
| By: | /s/ NICOLE THAUNG |
| Nicole Thaung | |
| Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | |||
| Signature | | Title | | Date |
|---|---|---|---|---|
| | | |||
| /s/ EMANUEL HILARIO | | Chief Executive Officer and Director | | March 19, 2026 |
| Emanuel Hilario | | (Principal Executive Officer) | | |
| | | |||
| /s/ NICOLE THAUNG | | Chief Financial Officer | | March 19, 2026 |
| Nicole Thaung | | (Principal Financial Officer) | | |
| | | | | |
| /s/ CHRISTI HING | | Chief Accounting Officer | | March 19, 2026 |
| Christi Hing | | (Principal Accounting Officer) | | |
| | | | | |
| /s/ JONATHAN SEGAL | | Executive Chairman, Director | | March 19, 2026 |
| Jonathan Segal | | | | |
| | | | | |
| /s/ DIMITRIOS ANGELIS | | Director | | March 19, 2026 |
| Dimitrios Angelis | | | | |
| | | | | |
| /s/ EUGENE BULLIS | | Director | | March 19, 2026 |
| Eugene Bullis | | | | |
| | | | | |
| /S/ JAMES CHAMBERS | | Director | | March 19, 2026 |
| James Chambers | | | | |
| | | | | |
| /s/ SUSAN LINTONSMITH | | Director | | March 19, 2026 |
| Susan Lintonsmith | | | | |
| | | | | |
| /s/ HAYDEE OLINGER | | Director | | March 19, 2026 |
| Haydee Olinger | | | | |
| | | | | |
| /s/ SCOTT ROSS | | Director | | March 19, 2026 |
| Scott Ross | | | |
| | | | | |
|---|---|---|---|---|
| /s/ MICHAEL SERRUYA | | Director | | March 19, 2026 |
| Michael Serruya | | | |
Exhibit Index
| | | |
| ExhibitNumber | | Exhibit Description |
| 2.1 | | Stock Purchase Agreement dated March 26, 2024 between Safflower Holdings LLC, Safflower Holdings Corp., TOG Kaizen Acquisition, LLC and The ONE Group Hospitality, Inc. (Incorporated by reference to Form 8-K filed on March 26, 2024). |
| 2.2 | | Amendment No. 1 to Stock Purchase Agreement dated April 29, 2024 between Safflower Holdings LLC, Safflower Holdings Corp., TOG Kaizen Acquisition, LLC and The ONE Group Hospitality, Inc. (Incorporated by reference to Form 8-K filed on May 1, 2024 (the “Closing 8-K”)). |
| 3.1 | | Amended and Restated Certificate of Incorporation (Incorporated by reference to Form 8-K filed on June 5, 2014). |
| 3.2 | | Certificate of Designations of Series A Preferred Stock (Incorporated by reference to the “Closing 8-K”). |
| 3.3 | | Amended and Restated Bylaws (Incorporated by reference to Form 8-K filed on October 25, 2011). |
| 4.1 | | Investment Agreement dated March 26, 2024 between The ONE Group Hospitality, Inc., HPS Investment Partners, LLC and HPC III Kaizen LP (Incorporated by reference to Form 8-K filed on March 26, 2024). |
| 4.2 | | Warrant Certificate No. A-1, dated May 1, 2024, issued by the Company to HPC III Kaizen LP (Incorporated by reference to the Closing 8-K). |
| 4.3 | | Warrant Certificate No. A-2, dated May 1, 2024, issued by the Company to HPS Special Situations Opportunity Fund II, L.P. (Incorporated by reference to the Closing 8-K). |
| 4.4 | | Warrant Certificate No. A-3, dated May 1, 2024, issued by the Company to SSOF II BH US Subsidiary, L.P. (Incorporated by reference to the Closing 8-K). |
| 4.5 | | Warrant Certificate No. A-4, dated May 1, 2024, issued by the Company to HPS Corporate Lending Fund (Incorporated by reference to the Closing 8-K). |
| 4.6 | | Warrant Certificate No. A-5, dated May 1, 2024, issued by the Company to HPS Corporate Capital Solutions Fund (Incorporated by reference to the Closing 8-K). |
| 4.7 | | Warrant Certificate No. B-1, dated May 1, 2024, issued by the Company to HPC III Kaizen L.P. (Incorporated by reference to the Closing 8-K). |
| 4.8 | | Warrant Certificate No. B-2, dated May 1, 2024, issued by the Company to HPS Special Situations Opportunity Fund II, L.P. (Incorporated by reference to the Closing 8-K). |
| 4.9 | | Warrant Certificate No. B-3, dated May 1, 2024, issued by the Company to SSOF II BH US Subsidiary, L.P. (Incorporated by reference to the Closing 8-K). |
| 4.10 | | Warrant Certificate No. B-4, dated May 1, 2024, issued by the Company to HPS Corporate Lending Fund (Incorporated by reference to the Closing 8-K). |
| 4.11 | | Warrant Certificate No. B-5, dated May 1, 2024, issued by the Company to HPS Corporate Capital Solutions Fund (Incorporated by reference to the Closing 8-K). |
| 4.12 | | Registration Rights Agreement dated May 1, 2024 by and among the Company, HPC III Kaizen L.P., HPS Special Situations Opportunity Fund II, L.P., SSOF II BH US Subsidiary, L.P., HPS Corporate Lending Fund and HPS Corporate Capital Solutions Fund (Incorporated by reference to the Closing 8-K). |
| 4.13 | | Description of securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.13 to Form 10-K filed on March 10, 2025). |
| 10.1 | | Form of Indemnity Agreement (Incorporated by reference to Amendment No. 1 to Form S-1 filed on June 30, 2011). |
| 10. 2† | | Amended and Restated Employment Agreement, dated October 30, 2017, by and between The ONE Group Hospitality, Inc. and Jonathan Segal (Incorporated by reference to Form 8-K filed on November 3, 2017). |
| 10.3† | | The One Group Hospitality, Inc. 2019 Equity Incentive Plan (Incorporated by reference to Appendix A to the Proxy Statement filed on April 8, 2022). |
| 10.4† | | Amended and Restated Employment Agreement between Emanuel N. Hilario and The ONE Group Hospitality, Inc. dated September 2, 2022 (Incorporated by reference to Form 8-K filed on September 7, 2022). |
| 10.5† | | Amendment to Amended and Restated Employment Agreement, dated December 23, 2025, between The ONE Group Hospitality, Inc. and Emanuel Hilario (Incorporated by reference to Form 8-K filed on December 29, 2025). |
| 10.6† | | Notice of Grant of Restricted Stock Units dated September 24, 2021 between Emanuel N. Hilario and The ONE Group Hospitality, Inc. (Incorporated by reference to Form 8-K filed on September 28, 2021). |
| 10.7† | | Notice of Grant of Restricted Stock Units (Time-vesting) dated September 2, 2022 between Emanuel N. Hilario and The ONE Group Hospitality, Inc. (Incorporated by reference to Form 8-K filed on September 7, 2022). |
| 10.8† | | Notice of Grant of Restricted Stock Units (Performance-vesting) dated September 2, 2022 between Emanuel N. Hilario and The ONE Group Hospitality, Inc. (Incorporated by reference to Form 8-K filed on September 7, 2022). |
| 10.9† | | Employment Letter Agreement with Tyler Loy Effective April 1, 2019 (Incorporated by reference to Exhibit 10.7 to Form 10-K filed on March 26, 2020). |
| 10.10†ᶲ | | Offer Letter, by and between Nicole Thaung and The ONE Group Hospitality, Inc., dated September 7, 2025 (Incorporated by reference to Exhibit 10.1 to Form 10-Q filed on November 6, 2025). |
| 10.11† | | Employment agreement, by and between Nicole Thaung and Benihana, Inc., dated August 20, 2018 (Incorporated by reference to Exhibit 10.2 to Form 10-Q filed on November 6, 2025). |
| 10.12 | | Credit Agreement dated May 1 2024 with Deutsche Bank AG New York Branch, HPS Investment Partners, LLC, HG Vora Capital Management, LLC and certain of their respective affiliates and subsidiaries (Incorporated by reference to the Closing 8-K). |
| 10.13 | | First Amendment to Credit and Guaranty Agreement dated July 24, 2024 between The ONE Group, LLC, certain other parties, and Deutsche Bank AG New York Branch, as administrative agent for the lenders (Incorporated by reference to the Form 10-Q filed on November 7, 2024). |
| 10.14† | | Form of Stock Option Grant Notice (2019 Equity Incentive Plan) (Incorporated by reference to the Form 8-K filed on April 4, 2024) |
| 10.15† | | Form of Restricted Stock Unit Grant Notice and Agreement (Incorporated by reference to Exhibit 10.10 to Form 10-K filed on March 26, 2020). |
| 19.1 | | The ONE Group Hospitality, Inc. Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to Form 10-K filed on March 10, 2025) |
| 21.1* | | List of Subsidiaries. |
| 23.1* | | Consent of Deloitte & Touche LLP |
| 31.1* | | Certification of Emanuel Hilario, Chief Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002. |
| 31.2* | | Certification of Nicole Thaung, Chief Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002. |
| 32.1** | | Certification of Emanuel Hilario, Chief Executive Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350. |
| 32.2** | | Certification of Nicole Thaung, Chief Financial Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350. |
| 97.1 | | The ONE Group Hospitality, Inc. Clawback Policy (Incorporated by reference to Form 10-K filed on March 14, 2024). |
| 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.INS* | | Inline XBRL Instance Document |
| 101.SCH*104 | | Inline XBRL Taxonomy Extension Schema DocumentCover Page Interactive Date File (formatted in iXBRL and contained in Exhibit 101) |
| | | |
- Filed herewith.
** Furnished herewith.
† Management contract or compensatory plan or arrangement.
ᶲ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 34) | F-2 |
|---|---|
| | |
| Consolidated Balance Sheets | F-5 |
| | |
| Consolidated Statements of Operations | F-6 |
| | |
| Consolidated Statements of Comprehensive (Loss) Income | F-7 |
| | |
| Consolidated Statements of Changes in Stockholders’ Equity | F-8 |
| | |
| Consolidated Statements of Cash Flows | F-9 |
| | |
| Notes to Consolidated Financial Statements | F-10 |
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