ONE Group Hospitality, Inc.

To the shareholders and the Board of Directors of The ONE Group Hospitality, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The One Group Hospitality Inc. and subsidiaries (the "Company") as of December 28, 2025 and December 31, 2024, the related consolidated statements of operations, comprehensive income (loss), changes in shareholders' equity, and cash flows, for each of the two years in the period ended December 28, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 28, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 28, 2025, based on criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 19, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Long-Lived Asset Impairment — Refer to Note 2 and Note 7 to the consolidated financial statements

Critical Audit Matter Description

Long-lived assets, which includes property and equipment and right-of-use assets for operating leases, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying values of these assets may not be fully recoverable. The impairment evaluation is performed at the individual restaurant level. Recoverability of restaurant assets is measured by a comparison of the carrying amount of an individual restaurant’s assets to the estimated undiscounted future cash flows expected to be generated by those restaurant assets. If the carrying amount of an

individual restaurant’s assets exceeds its estimated undiscounted future cash flows an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds its fair value. The estimated fair value is determined for these assets in accordance with ASC 820,Fair Value Measurement. Property and equipment, net, and the Operating lease right-of-use assets as of December 28, 2025 were $278.2 million and $253.2 million, respectively. For the year ended December 28, 2025, the Company recorded a loss of $6.4 million for impairment of property and equipment, net and operating lease right-of-use-assets in the consolidated statement of operations.

For certain asset groups, we identified the impairment of long-lived assets as a critical audit matter because of the significant estimates and assumptions management makes to evaluate the recoverability of long-lived assets, specifically as it relates to projected cash flows. This required a high degree of auditor judgement and an increased extent of effort when performing audit procedures to evaluate whether management appropriately identified impairment indicators and the reasonableness of management’s projected cash flows used in the undiscounted and discounted future cash flows analysis.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to impairment of long-lived assets included the following, among others:

Goodwill and Indefinite-Lived Asset Impairment — Refer to Note 2 and Note 7 to the consolidated financial statements

Critical Audit Matter Description

Goodwill and indefinite-lived intangible assets (“tradenames”) are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying values of these assets may not be fully recoverable. The goodwill impairment evaluation is performed at the reporting unit level. The tradename impairment evaluation is performed at the brand level. Recoverability is measured by a comparison of the carrying amount of the asset to its estimated fair value. The fair value of the reporting unit was determined using a weighted average of the income approach using a discounted cash flow analysis and the market approach using a guideline public company method. The fair value of the tradenames was determined using discounted cash flows under the relief from royalty method which is an income approach. If the carrying amount of the assets exceeds its fair value, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds its fair value. Goodwill associated with the Benihana reporting unit, the Benihana tradename, and the Kona tradename as of December 28, 2025 were $155.8 million, $115.0 million, and $11.0 million, respectively. For the year ended December 28, 2025, an impairment loss related to the Kona tradename in the amount of $4.2 million was recognized.

We identified the impairment evaluation for the Benihana reporting unit goodwill, the Benihana tradename, and the Kona tradename as a critical audit matter because of the significant estimates and assumptions management makes when

selecting the revenue growth rates, royalty rates, and the discount rates to evaluate the recoverability of the assets. A higher degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, were required when performing audit procedures to evaluate the reasonableness of these assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to impairment of goodwill and tradenames included the following, among others:

/s/Deloitte & Touche LLP

Denver, Colorado

March 19, 2026

We have served as the Company's auditor since 2021.

THE ONE GROUP HOSPITALITY, INC.