ONE Group Hospitality, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share information)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except income per share and related share information)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited, in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY AND

SERIES A PREFERRED STOCK

(Unaudited, in thousands, except share information)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Summary of Business and Significant Accounting Policies

Description of Business

The ONE Group Hospitality, Inc. and its subsidiaries (collectively, the “Company”) is an international restaurant company that develops, owns and operates, manages, franchises and licenses upscale and polished casual, high-energy restaurants. The Company’s primary restaurant brands are STK, a modern twist on the American steakhouse concept featuring premium steaks, seafood and specialty cocktails in an energetic upscale atmosphere, Benihana, an interactive dining destination with highly skilled chefs preparing food in front of guests and served in an energetic atmosphere alongside fresh sushi and innovative cocktails, Kona Grill, a polished casual bar-centric grill concept featuring American favorites, award-winning sushi, and specialty cocktails in an upscale casual atmosphere, and RA, a Japanese cuisine concept that offers a fun-filled, bar-forward, upbeat, and vibrant dining atmosphere anchored by creative sushi, inventive drinks, and outstanding service.

As of June 28, 2026, the Company owned, operated, managed, franchised, or licensed 158 venues, including 32 STKs,85 Benihanas,23 Kona Grills and 12 RAs in major metropolitan cities in North America, Europe, Latin America and the Middle East and 6 food and beverage (“F&B”) venues inthree hotels and casinos in the United States and Europe. For those restaurants and venues that are managed, licensed or franchised, the Company generates management fees and franchise fees based on top-line revenues and incentive fee revenue based on a percentage of the location’s revenues and profits.

On January 1, 2025, the Company transitioned from a calendar-based fiscal year to a 52/53-week fiscal year. Beginning in 2025, the Company’s fiscal year will end on the last Sunday in December. The Company’s second quarter of 2026 was the 91-day period of March 30, 2026 through June 28, 2026 compared to the second quarter of 2025 which was the 91-day period of March 31, 2025 through June 29, 2025. The six periods ended June 28, 2026 and the six periods ended June 29, 2025 consisted of the first 182 and 180 days of the 2026 and 2025 fiscal years, respectively. The Company’s fiscal year ending December 27, 2026 will contain 364 days. The fiscal year ended December 28, 2025 contained 362 days due to the transition.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of December 28, 2025, which has been derived from audited financial statements, and the accompanying unaudited interim condensed consolidated financial statements (“condensed consolidated financial statements”) of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Certain information and footnote disclosures normally included in annual audited financial statements have been omitted pursuant to SEC rules and regulations. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2025.

In the Company’s opinion, the accompanying unaudited interim financial statements reflect all adjustments (consisting only of normal recurring accruals and adjustments) necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of the results expected for the full year. Additionally, the Company believes that the disclosures are sufficient for interim financial reporting purposes.

Prior Period Reclassifications

The Company reclassified $1.5 million and $3.1 million for the three and six periods ended June 29, 2025, respectively, in stock-based compensation to general and administrative expenses within the prior period segment reporting footnote to conform to the current year presentation. Refer to Note 14 – Segment Reporting.

Recent Accounting Pronouncements

In April 2026, the FASB issued ASU 2026-01, “Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock”. This ASU clarifies how issuers initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock by requiring issuers to use the PIK dividend rate stated in the preferred stock agreement. The amendment is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires detailed qualitative and quantitative disclosures for certain costs and expenses on the income statement. The amendment is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its disclosures.

Note 2 – Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):

Depreciation related to property and equipment was $10.8 million and $10.5 million for the three periods ended June 28, 2026 and June 29, 2025, respectively, and $21.0 million and $20.1 million for the six periods ended June 28, 2026 and June 29, 2025, respectively, presented within depreciation and amortization expense in the condensed consolidated statement of operations. The Company also recorded $3.4 million in accelerated depreciation relating to property and equipment for the restaurants closed during the quarter presented in lease termination and exit expenses within the condensed consolidated statement of operations for the three and six periods ended June 29, 2025. The Company does not depreciate construction in progress.

Note 3 – Intangibles, Net

Intangibles, net consists of the following (in thousands):

Intangible assets consist of the indefinite-lived “Benihana”, “Kona Grill” and “RA” trade names and other finite-lived intangible assets that are amortized using the straight-line method over their estimated useful life of 5 to 15 years. The amortization expense was less than$0.1 million for the three and six periods ended June 28, 2026 and June 29, 2025. The Company’s estimated aggregate amortization expense for each of the five succeeding fiscal years is$0.1 million annually.

Note 4 – Accrued Expenses

Accrued expenses consist of the following (in thousands):

Note 5 – Long-Term Debt

Long-term debt consists of the following (in thousands):

Interest expense, net for the Company’s debt arrangements, excluding the amortization of debt issuance costs, debt original issuance discount and fees, was $8.7 million and $9.4 million for the three periods ended June 28, 2026 and June 29, 2025, respectively, and $17.5 million and $18.3 million for the six periods ended June 28, 2026 and June 29, 2025, respectively. Capitalized interest was $0.4 million and $0.7 million for the three and six periods ended June 28, 2026, respectively. Capitalized interest was $0.3 million and $0.9 million for the three and six periods ended June 29, 2025, respectively.

As of June 28, 2026, the Company had $6.3 million in standby letters of credit outstanding for certain restaurants and $28.7 million available in its revolving credit facility, subject to certain conditions.

Credit and Guarantee Agreement

On May 1, 2024, the Company entered into a credit agreement (the “Credit Agreement”) with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., HPS Investment Partners, LLC and HG Vora Capital Management, LLC (collectively, the “Lenders”). The Credit Agreement provides a $350.0 million senior secured term loan facility (the “Term Loan Facility”) and a $40.0 million senior secured revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Facilities”), which allows up to $10.0 million of which will be available in the form of letters of credit. As of June 28, 2026, the Company had borrowings of $5.0 million on the Revolving Facility.

The Term Loan Facility is not subject to a financial covenant and the Revolving Facility’s financial covenant will apply only after 35% of the Revolving Facility’s capacity has been drawn. As of June 28, 2026, the Company was not subject to a financial covenant.

The Term Loan Facility bears interest at a margin over a reference rate selected at the option of the borrower. The margin for the Term Loan Facility is 6.5% per annum for SOFR borrowings and 5.5% per annum for base rate borrowings. The Term Loan Facility matures on the fifth anniversary of the date of the related loan agreement. The Term Loan Facility is payable in quarterly installments commencing with the fiscal quarter ending September 30, 2024, and are 1% per annum for the first year (through June 30, 2025), then 2.5% per annum for the next two years (through June 2027), then 5% per annum thereafter through maturity on April 30, 2029.

The Revolving Facility bears interest at a margin over a reference rate selected at the option of the borrower. The margin for the Revolving Facility is set quarterly based on the Company’s Consolidated Net Leverage Ratio for the preceding four fiscal quarters and ranges from 5.5% to 6.0% per annum for SOFR borrowings and 4.5% to 5.0% for base rate borrowings. The Revolving Facility matures on November 1, 2028.

The Company’s weighted average interest rate on the borrowings under the Credit Agreement as of June 28, 2026 was 10.2%.

As of June 28, 2026, the Company had $0.4 million of debt issuance costs and $8.9 million of debt original issuance discount related to the Credit Agreement, which were capitalized and are recorded as a direct deduction to long-term debt and less than $0.1 million in debt issuance costs and $0.9 million of debt original issuance discount recorded in Other Assets on the condensed consolidated balance sheets.

Equipment Security Notes

Between July 10, 2025 and September 23, 2025, the Company entered into three Equipment Security Notes with Banc of America Leasing & Capital, LLC in an aggregate amount of $3.0 million to purchase restaurant equipment (the “Equipment Security Notes”). The Equipment Security Notes bear interest at rates ranging from 7.09% to 7.19% per annum, and are each payable in 60 equal monthly installments, inclusive of interest. Each of the Equipment Security Notes is secured by the equipment purchased with the proceeds of such note. As of June 28, 2026, the amount outstanding under the Equipment Security Notes was approximately$2.6 million.

Promissory Note

On February 23, 2026, the Company entered into a Promissory Note with Nankai-ya Inc. in the amount of $0.2 million to finance the purchase of a franchised Benihana restaurant (the “Promissory Note”). The Promissory Note bears interest at a rate of 8.0% per annum, and is payable in 24 equal monthly installments, inclusive of interest. As of June 28, 2026, the amount outstanding under the Promissory Note was approximately $0.2 million.

Note 6 – Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued expenses are carried at cost, which approximates fair value. Long-lived assets are measured and disclosed at fair value on a nonrecurring basis if an impairment is identified.

The Company’s long-term debt, which is valued using Level 2 inputs, approximates fair value as such debt bears interest at variable rates which approximates market rates.

Note 7 – Income Taxes

Income taxes are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events should they occur. The Company recorded a provision for income taxes of $0.4 million for the first six periods of 2026 compared to $1.0 million for the first six periods of 2025. The Company’s effective income tax rate including discrete events was 41.1% and (11.3)% for the six periods ended June 28, 2026 and June 29, 2025, respectively. The Company’s projected annual effective tax rate differs from the statutory U.S. tax rate of 21% primarily due to the following: (i) tax credits for FICA taxes on certain employees’ tips; (ii) taxes owed in foreign jurisdictions with tax rates that differ from the U.S. statutory rate; (iii) taxes owed in state and local jurisdictions; and (iv) the tax effect of non-deductible compensation.

The Company is subject to U.S. federal, state, local and various foreign income taxes for the jurisdictions in which it operates. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. In the normal course of business, the Company is subject to examination by federal, state, local and foreign taxing authorities.

Note 8 – Revenue Recognition

The following table provides information about contract liabilities, which include deferred license revenue, deferred gift card revenue, advanced party deposits and the Friends with Benefits rewards program (in thousands):

Revenue recognized during the period from contract liabilities as of the preceding fiscal year end date is as follows (in thousands):

The estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of June 28, 2026 were as follows for each year ending (in thousands):

Note 9 – Leases

The components of lease expense for the six periods ended June 28, 2026 and the six periods ended June 29, 2025 are as follows (in thousands):

The components of finance lease assets and liabilities on the condensed consolidated balance sheet were as follows (in thousands):

Supplemental cash flow information related to leases for the period was as follows (in thousands):

The Company has entered intoten operating leases for future restaurants that have not commenced as of June 28, 2026. The present value of the aggregate future commitment related to these leases, net of tenant improvement allowances received from the landlord, is estimated to be$10.8 million. The Company expects these leases, which have initial lease terms of 10 to 20 years, to commence within the next twelve months.

As of June 28, 2026, maturities of the Company’s operating lease liabilities are as follows (in thousands):

As of June 28, 2026, maturities of the Company’s finance lease liabilities are as follows (in thousands):

Note 10 – Earnings (Loss) Per Share

Basic loss per share is computed using the weighted average number of common shares outstanding and penny warrants during the period and net loss available to common stockholders. Diluted loss per share is computed using the weighted average number of common shares outstanding during the period and excludes the dilutive effect of potential shares of common stock including common stock issuable pursuant to stock options, warrants, and restricted stock units. The two-class method for computing earnings per share will be utilized when applicable.

For the three and six periods ended June 28, 2026 and June 29, 2025, net loss per share was calculated as follows (in thousands, except net loss per share and related share data):

For the three periods ended June 28, 2026 and June 29, 2025,2.0 million and 1.7 million, respectively, of stock options, warrants and restricted share units were determined to be anti-dilutive and were therefore excluded from the calculation of diluted earnings per share. For the six periods ended June 28, 2026 and June 29, 2025, respectively,1.8 million and 1.6 million of stock options, warrants and restricted share units were anti-dilutive.

Subsequent to the issuance of the June 29, 2025 condensed consolidated financial statements, management identified an error in the earnings (loss) per share calculation due to the Company incorrectly excluding 1.9 million of penny warrants from basic weighted average common shares outstanding. The above table has been restated to include the penny warrants in the weighted average common shares outstanding for the three and six periods ended June 29, 2025. The 1.9 million of penny warrants were also removed from the previously reported anti-dilutive share totals for the three and six periods ended June 29, 2025. The loss per share has been restated in the above table from $0.59 and $0.80 per share previously reported for the three periods and six periods ended June 29, 2025, respectively. Amounts for basic and diluted loss per share and weighted average common shares have also been restated in the Condensed Consolidated Statements of Operations. Management considered both quantitative and qualitative factors and determined that the impact of the error is immaterial to prior periods.

Note 11 – Series A Preferred Stock

On May 1, 2024, the Company issued 160,000 shares of Series A Preferred Stock for $160.0 million, subject to a 5% original issuance discount. Additionally, the Company recorded an additional discount of $2.3 million for expenses paid to the holders of the Series A Preferred Stock in connection with the issuance of the Series A Preferred Stock.

The Series A Preferred Stock is non-voting and non-convertible; has compounding dividends that begin at a rate of 13.0% per annum and increase over time at specified intervals; is subject to optional redemption by the Company and mandatory redemption following specified events and in certain circumstances upon the exercise by the holders of a majority of the outstanding shares of Series A Preferred Stock of an option to deliver written notice to the Company to require redemption, in each case, for specified prices; and gives certain consent rights for the holders of a majority of the outstanding shares of Series A Preferred Stock for specified matters.

The Company records the paid-in-kind dividend and accretion of the Series A Preferred Stock using the effective interest method based on a future redemption value of $247.4 million payable in 2027, the earliest date at which the Company can redeem the Series A Preferred Stock. During the three and six periods ended June 28, 2026, the Company recorded paid-in-kind dividends and accretion of the Series A Preferred Stock of $9.9 million and $19.3 million, respectively.

Redemption Rights

On and after May 1, 2029, holders of the Series A Preferred Stock have the right to require redemption of all or any part of the Series A Preferred Stock for an amount equal to the liquidation preference after the fifth anniversary, upon an acceleration of material indebtedness or upon a change-of-control. However, at any time between the third and fourth anniversary of the issuance date, the Company may repurchase all or some of the preferred stock for 102.5% of the liquidation preference. At any time after the fourth anniversary, the Company may repurchase all or some of the preferred stock for 100% of the liquidation preference.

Since the redemption of the Series A Preferred Stock is contingently redeemable and therefore not certain to occur, the Series A Preferred Stock is not required to be classified as a liability under ASC 480, Distinguishing Liabilities from Equity. As the Series A Preferred Stock is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, the Series A Preferred Stock is classified separately from stockholders’ equity in the condensed consolidated balance sheets.

Note 12 – Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 9,840,000 shares of preferred stock, excluding the Series A Preferred Stock, with a par value of $0.0001 per share. There wereno shares of preferred stock that were issued or outstanding at June 28, 2026 or December 28, 2025, other than the Series A Preferred Stock discussed above.

Common Stock

The Company is authorized by its amended and restated certificate of incorporation to issue up to 75.0 million shares of common stock, par value $0.0001 per share. As of June 28, 2026 and December 28, 2025, there were 31.7 million and 31.2 million shares of common stock outstanding, respectively.

Stock Purchase Program

The Company’s Board of Directors authorized a repurchase program of up to$15.0 million of outstanding common stock that was completed in December 2023. In March 2024, the Company’s Board of Directors authorized an additional $5.0 million of repurchases under this program. During the three and six periods ended June 29, 2025, the Company repurchased 0.2 million and 0.3 million shares, respectively, for an aggregate consideration of $0.6 million and $0.9 million, respectively. There wereno stock repurchases in the three and six periods ended June 28, 2026. As of June 28, 2026, the Company had purchased 3.4 million shares for $19.3 million under the repurchase program.

Warrants

In connection with the acquisition of Benihana and RA restaurants, on May 1, 2024, the Company issued both market and penny warrants to the following holders of the Series A Preferred Stock. The holders of the penny warrants are entitled to receive any dividends issued to common stockholders. The Company has the following warrants to purchase shares of common stock outstanding as of June 28, 2026 and December 28, 2025.

Note 13 – Stock-Based Compensation

Stock-Based Compensation

As of June 28, 2026, the Company had 2,865,293 shares available for issuance under the Company’s 2019 Equity Incentive Plan (the “2019 Equity Plan”).

Stock-based compensation cost for the three periods ended June 28, 2026 and June 29, 2025 was $1.1 million and $1.5 million, respectively and for the six periods ended June 28, 2026 and June 29, 2025 was $2.3 million and $3.1 million, respectively. Stock-based compensation is included in general and administrative expenses in the condensed consolidated statements of operations. Included in stock-based compensation cost was $0.2 million and $0.4 million of cost related to unrestricted stock granted to directors for the three and six periods ended June 28, 2026 and June 29, 2025, respectively. Such grants were awarded consistent with the Board of Director’s compensation practices. Stock-based compensation for the three and six periods ended June 28, 2026, included $0.3 million and $0.5 million, respectively, of compensation costs for performance stock units that contain both a market condition and time element (“PSUs”), compared to $0.2 million and $0.5 million for the three and six periods ended June 29, 2025, respectively.

Stock Option Activity

Stock options in the table below include time-based awards. Changes in stock options during the six periods ended June 28, 2026 were as follows:

As of June 28, 2026 and December 28, 2025, there wereno unvested stock options.

Restricted Stock Unit Activity

The Company issues restricted stock units (“RSUs”) under the 2019 Equity Plan. RSUs in the table below include time-based awards. The fair value of time-based RSUs is determined based upon the closing market value of the Company’s common stock on the grant date.

A summary of the status of RSUs and changes during the six periods ended June 28, 2026 is presented below:

As of June 28, 2026, the Company had approximately$3.8 million of unrecognized compensation costs related to RSUs, which will be recognized over a weighted average period of 2.0 years.

The fair value of RSUs vested during the three and six periods ended June 28, 2026, was $0.4 million and $1.5 million, respectively.

Performance Stock Unit Activity

The Company issues PSUs under the 2019 Equity Plan. PSUs in the table below include both a market condition and time element. The PSUs may be earned based on achieving common stock price targets within a time period, and if earned, will vest and be settled based on a time element specified in the respective agreement.

A summary of the status of PSUs and changes during the six periods ended June 28, 2026 is presented below:

As of June 28, 2026, the Company had$0.7 million of unrecognized compensation costs related to PSUs, which will be recognized over a weighted average period of 1.7 years.

Note 14 – Segment Reporting

The Company has identified its reportable operating segments as follows:

Presented within Other, which is not a reportable operating segment, are sales and expenses that relate to STK Meat Market, an e-commerce platform that offers signature steak cuts nationwide, the Company’s major off-site events group, which supports all brands and venue concepts and revenue generated from gift card programs.

The Company’s Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), manages the business and allocates resources via a combination of restaurant sales reports and operating segment profit information, defined as owned restaurant net revenues less owned restaurant cost of sales and owned restaurant operating expenses. The CODM is not provided asset information byreportable segment as asset information is provided to the CODM on a consolidated basis.

Certain financial information relating to the three and six periods ended June 28, 2026 and the three and six periods ended June 29, 2025 for each segment is provided below (in thousands).

(1) Other, which is not a reportable operating segment, includes sales and expenses that relate to STK Meat Market, an e-commerce platform that offers signature steak cuts nationwide; sales and expenses that relate to the Company’s major off-site events group, which supports all brands and venue concepts; and revenue generated from gift card programs.

(1) Other, which is not a reportable operating segment, includes sales and expenses that relate to STK Meat Market, an e-commerce platform that offers signature steak cuts nationwide; sales and expenses that relate to the Company’s major off-site events group, which supports all brands and venue concepts; and revenue generated from gift card programs.

(1) Other, which is not a reportable operating segment, includes sales and expenses that relate to STK Meat Market, an e-commerce platform that offers signature steak cuts nationwide; sales and expenses that relate to the Company’s major off-site events group, which supports all brands and venue concepts; and revenue generated from gift card programs.

Note 15 – Geographic Information

Certain financial information by geographic location is provided below (in thousands).

The Company’s property and equipment, net is located within the United States.

Note 16 – Commitments and Contingencies

The Company is party to claims in lawsuits incidental to its business, including lease disputes and employee-related matters. The Company has recorded accruals, when necessary, in its consolidated financial statements in accordance with ASC 450. While the resolution of a lawsuit, proceeding or claim may have an impact on the Company’s financial results for the period in which it is resolved, in the opinion of management, the ultimate outcome of such matters and judgements in which the Company is currently involved, either individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or results of operations.