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ONE Group Hospitality, Inc.

For the period ended Sep 27, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2026 · Filed Nov 4, 2026

STKS$0.98-3.0%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share information)

​​​​​​​
​ · ​ · September 27, · ​ · December 28,
​ · ​ ​ ​ · 2026 · ​ · 2025
ASSETS · ​ · ​ · ​ · ​
Current assets: · ​ · ​ · ​ · ​
Cash and cash equivalents​$3,574​$4,168
Credit card receivable​​10,139​​19,480
Restricted cash and cash equivalents​​499​​499
Accounts receivable​11,201​15,389
Inventory​9,388​9,839
Other current assets​7,880​7,521
Total current assets​42,681​56,896
​​​​​
Property and equipment, net​281,510​278,195
Operating lease right-of-use assets​​257,578​​253,228
Goodwill​155,783​155,783
Intangibles, net​​128,915​​128,988
Other assets​8,371​8,852
Security deposits​2,259​2,254
Total assets​$877,097​$884,196
​​​​​
LIABILITIES, SERIES A PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT​​​​
Current liabilities:​​​​
Accounts payable​$40,291​$36,633
Accrued payroll expenses​​17,713​​19,286
Accrued expenses​43,119​46,356
Current portion of operating lease liabilities​​16,324​​13,803
Deferred gift card revenue and other​5,320​6,819
Current portion of long-term debt​9,465​9,302
Other current liabilities​819​1,017
Total current liabilities​133,051​133,216
​​​​​
Long-term debt, net of current portion, unamortized discount and debt issuance costs​329,958​334,013
Operating lease liabilities, net of current portion​​303,984​​293,985
Other long-term liabilities​​6,381​​6,319
Deferred tax liabilities, net​5,187​5,187
Total liabilities​778,561​772,720
​​​​​
Commitments and contingencies (Note 16)​​​​
​​​​​
Series A preferred stock, $0.0001 par value, 160,000 shares authorized; 160,000 issued and outstanding at September 27, 2026 and December 28, 2025​​220,894​​191,303
​​​​​​​
Stockholders’ deficit:​​​​
Common stock, $0.0001 par value, 75,000,000 shares authorized; 35,205,282 issued and 31,939,118 outstanding at September 27, 2026 and 34,520,226 issued and 31,242,344 outstanding at December 28, 2025​3​3
Preferred stock, other than Series A preferred stock, $0.0001 par value, 9,840,000 shares authorized; no shares issued and outstanding at September 27, 2026 and December 28, 2025​—​—
Treasury stock, at cost, 3,402,881 shares at September 27, 2026 and December 28, 2025​(19,308)​(19,308)
Additional paid-in capital​12,954​39,712
Accumulated deficit​(108,242)​(93,216)
Accumulated other comprehensive loss​(3,057)​(3,029)
Total stockholders’ deficit​(117,650)​(75,838)
Noncontrolling interests​(4,708)​(3,989)
Total deficit​(122,358)​(79,827)
Total liabilities, Series A preferred stock and stockholders' deficit​$877,097​$884,196

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

​​​​​​​​​​​​​
​ · ​ · For the three periods ended September 27, · ​ ​ ​ · For the three periods ended September 28, · ​ ​ ​ · For the nine periods ended September 27, · ​ · For the nine periods ended September 28,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Revenues: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Owned restaurant net revenue​$174,288​$177,424​$580,864​$588,729
Management, license, franchise and incentive fee revenue​2,670​​2,776​9,387​​9,979
Total revenues​176,958​180,200​590,251​598,708
Cost and expenses:​​​​​​​​
Owned operating expenses:​​​​​​​​
Owned restaurant cost of sales​33,936​​37,412​113,014​​123,722
Owned restaurant operating expenses​117,283​​119,901​372,636​​378,169
Total owned operating expenses​151,219​157,313​485,650​501,891
General and administrative (including stock-based compensation of $1,006 and $3,277 for the three and nine periods ended September 27, 2026, respectively, and $1,246 and $4,348 for the three and nine periods ended September 28, 2025, respectively)​13,323​​13,274​42,353​​38,027
Depreciation and amortization​11,727​​11,530​33,152​​32,229
Loss on impairment of long-lived assets​—​​3,386​—​​3,386
Lease termination and restaurant closure expenses (income)​​1,362​​(278)​​4,246​​5,428
Pre-opening expenses​2,727​​698​7,057​​3,958
Transition and integration expenses​2,364​​2,607​3,023​​10,275
Transaction costs​—​​13​26​​143
Other expenses (income)​84​​(470)​138​​(147)
Total costs and expenses​182,806​188,073​575,645​595,190
Operating (loss) income​(5,848)​(7,873)​14,606​3,518
Other expenses, net:​​​​​​​​
Interest expense, net of interest income​10,021​​10,483​29,390​​30,600
Total other expenses, net​10,021​10,483​29,390​30,600
Loss before provision for income taxes​(15,869)​(18,356)​(14,784)​(27,082)
Provision for income taxes​515​​59,141​961​​60,125
Net loss​(16,384)​(77,497)​(15,745)​(87,207)
Less: net loss attributable to noncontrolling interest​(278)​​(757)​(719)​​(1,338)
Net loss attributable to The ONE Group Hospitality, Inc.​$(16,106)​$(76,740)​$(15,026)​$(85,869)
Series A Preferred Stock paid-in-kind dividend and accretion​(10,340)​​(8,535)​(29,591)​​(24,263)
Net loss available to common stockholders​$(26,446)​$(85,275)​$(44,617)​$(110,132)
​​​​​​​​​
Net loss per common share (as restated, see Note 10):​​​​​​​​
Basic​$(0.79)​$(2.59)​$(1.33)​$(3.35)
Diluted​$(0.79)​$(2.59)​$(1.33)​$(3.35)
​​​​​​​​​​​​​
Weighted average common shares outstanding (as restated, see Note 10):​​​​​​​​
Basic​33,647,994​32,872,423​33,438,816​32,887,768
Diluted​33,647,994​32,872,423​33,438,816​32,887,768

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)

(Unaudited, in thousands)

​​​​​​​​​​​​​
​ · ​ · For the three periods ended September 27, · ​ · For the three periods ended September 28, · ​ · For the nine periods ended September 27, · ​ · For the nine periods ended September 28,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Net loss​$(16,384)​$(77,497)​$(15,745)​$(87,207)
Currency translation (loss) gain, net of tax​(1)​​(14)​(28)​​96
Comprehensive loss​​(16,385)​​(77,511)​​(15,773)​​(87,111)
Less: comprehensive loss attributable to noncontrolling interest​​(278)​​(757)​​(719)​​(1,338)
Comprehensive loss attributable to The ONE Group Hospitality, Inc.​​(16,107)​​(76,754)​​(15,054)​​(85,773)
Series A Preferred Stock paid-in-kind dividend and accretion​​(10,340)​​(8,535)​​(29,591)​​(24,263)
Comprehensive loss attributable to common stockholders​$(26,447)​$(85,289)​$(44,645)​$(110,036)
​​​

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

SERIES A PREFERRED STOCK

(Unaudited, in thousands, except share information)

​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Accumulated · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Additional · ​ · ​ · ​ · other · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Series A Preferred Stock · ​ · Common stock · ​ · Treasury · ​ · paid-in · ​ · Accumulated · ​ · comprehensive · ​ · Stockholders’ · ​ · Noncontrolling · ​ · ​ · ​
​ · Shares · ​ ​ ​ · Amount · ​ · Shares · ​ ​ ​ · Par value · ​ ​ ​ · stock · ​ · capital · ​ ​ ​ · deficit · ​ ​ ​ · loss · ​ ​ ​ · (deficit) equity · ​ ​ ​ · interests · ​ ​ ​ · Total
Balance at December 28, 2025160,000​$191,303​31,242,344​$3​$(19,308)​$39,712​$(93,216)​$(3,029)​$(75,838)​$(3,989)​$(79,827)
Stock-based compensation—​—​122,892​—​​—​​1,134​​—​​—​1,134​—​1,134
Issuance of vested restricted shares, net of tax withholding—​—​141,125​—​​—​​(209)​​—​​—​(209)​—​(209)
Series A Preferred Stock paid-in kind dividend and accretion—​​9,395​—​​—​​—​​(9,395)​​—​​—​​(9,395)​​—​​(9,395)
Loss on foreign currency translation, net—​—​—​—​​—​​—​​—​​(26)​(26)​—​(26)
Net income (loss)—​—​—​—​​—​​—​​3,202​​—​3,202​(213)​2,989
Balance at March 29, 2026160,000​$200,698​31,506,361​$3​$(19,308)​$31,242​$(90,014)​$(3,055)​$(81,132)​$(4,202)​$(85,334)
Stock-based compensation—​​—​108,829​​—​​—​​1,137​​—​​—​1,137​—​1,137
Issuance of vested restricted shares, net of tax withholding—​​—​69,678​​—​​—​​(100)​​—​​—​(100)​—​(100)
Series A Preferred Stock paid-in kind dividend and accretion—​​9,856​—​​—​​—​​(9,856)​​—​​—​​(9,856)​​—​​(9,856)
Loss on foreign currency translation, net—​​—​—​​—​​—​​—​​—​​(1)​(1)​—​(1)
Net loss—​​—​—​​—​​—​​—​​(2,122)​​—​(2,122)​(228)​(2,350)
Balance at June 28, 2026160,000​$210,554​31,684,868​$3​$(19,308)​$22,423​$(92,136)​$(3,056)​$(92,074)​$(4,430)​$(96,504)
Stock-based compensation—​​—​136,717​​—​​—​​1,006​​—​​—​1,006​—​1,006
Issuance of vested restricted shares, net of tax withholding—​​—​117,533​​—​​—​​(135)​​—​​—​​(135)​​—​​(135)
Series A Preferred Stock paid-in-kind dividend and accretion—​​10,340​—​​—​​—​​(10,340)​​—​​—​​(10,340)​​—​​(10,340)
Loss on foreign currency translation, net—​​—​—​​—​​—​​—​​—​​(1)​(1)​—​(1)
Net loss—​​—​—​​—​​​​​—​​(16,106)​​—​(16,106)​(278)​(16,384)
Balance at September 27, 2026160,000​$220,894​31,939,118​$3​$(19,308)​$12,954​$(108,242)​$(3,057)​$(117,650)​$(4,708)​$(122,358)
​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Balance at December 31, 2024160,000​$158,085​31,037,843​$3​$(18,202)​$67,118​$—​$(3,028)​$45,891​$(2,645)​$43,246
Stock-based compensation—​—​61,453​—​​—​​1,632​​—​​—​1,632​—​1,632
Issuance of vested restricted shares, net of tax withholding—​—​54,557​—​​—​​(129)​​—​​—​(129)​—​(129)
Purchase of treasury stock—​​—​(110,595)​​​​​(307)​​—​​—​​—​​(307)​​—​​(307)
Series A Preferred Stock paid-in kind dividend and accretion—​​7,591​—​​—​​—​​(6,616)​​(975)​​—​​(7,591)​​—​​(7,591)
Loss on foreign currency translation, net—​—​—​—​​—​​—​​—​​(13)​(13)​—​(13)
Net income (loss)—​—​—​—​​—​​—​​975​​—​975​(353)​622
Balance at March 30, 2025160,000​$165,676​31,043,258​$3​$(18,509)​$62,005​$—​$(3,041)​$40,458​$(2,998)​$37,460
Stock-based compensation—​​—​45,367​​—​​—​​1,470​​—​​—​1,470​—​1,470
Issuance of vested restricted shares, net of tax withholding—​​—​65,848​​—​​—​​(167)​​—​​—​(167)​—​(167)
Purchase of treasury stock—​​—​(202,883)​​—​​(598)​​—​​—​​—​​(598)​​—​​(598)
Series A Preferred Stock paid-in kind dividend and accretion—​​8,137​—​​—​​—​​(8,137)​​—​​—​​(8,137)​​—​​(8,137)
Gain on foreign currency translation, net—​​—​—​​—​​—​​—​​—​​123​123​—​123
Net loss—​​—​—​​—​​—​​—​​(10,104)​​—​(10,104)​(228)​(10,332)
Balance at June 29, 2025160,000​$173,813​30,951,590​$3​$(19,107)​$55,171​$(10,104)​$(2,918)​$23,045​$(3,226)​$19,819
Stock-based compensation—​​—​73,899​​—​​—​​1,246​​—​​—​​1,246​​—​​1,246
Issuance of vested restricted shares, net of tax withholding—​​—​137,445​​—​​—​​(273)​​—​​—​​(273)​​—​​(273)
Purchase of treasury stock—​​—​(69,749)​​—​​(201)​​—​​—​​—​​(201)​​—​​(201)
Series A Preferred Stock paid-in kind dividend and accretion—​​8,535​—​​—​​—​​(8,535)​​—​​—​​(8,535)​​—​​(8,535)
Loss on foreign currency translation, net—​​—​—​​—​​—​​—​​—​​(14)​​(14)​​—​​(14)
Net loss—​​—​—​​—​​—​​—​​(76,740)​​—​​(76,740)​​(757)​​(77,497)
Balance at September 28, 2025160,000​$182,348​31,093,185​$3​$(19,308)​$47,609​$(86,844)​$(2,932)​$(61,472)​$(3,983)​$(65,455)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

​​​​​​​
​ · ​ · For the nine periods ended September 27, · ​ · For the nine periods ended September 28,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Operating activities: · ​ · ​ · ​ · ​
Net loss​$(15,745)​$(87,207)
Adjustments to reconcile net loss to net cash provided by operating activities:​​​​
Depreciation and amortization​33,152​32,229
Non-cash lease termination and restaurant closure expenses​982​​3,383
Stock-based compensation​3,277​4,348
Amortization of debt issuance costs and debt original issuance discounts​2,700​2,670
Deferred taxes​—​59,728
Loss on impairment of long-lived assets​—​3,386
Changes in operating assets and liabilities, net of acquisition:​​​​
Accounts receivable​13,536​2,097
Inventory​477​2,730
Other current assets​(472)​(4,524)
Due from related parties​—​376
Security deposits​19​(164)
Other assets​(12)​(937)
Accounts payable​3,254​3,524
Accrued expenses​(6,122)​(3,645)
Operating lease liabilities and right-of-use assets​​8,190​​1,784
Other liabilities​(1,442)​(2,556)
Net cash provided by operating activities​41,794​17,222
​​​​​
Investing activities:​​​​
Purchase of property and equipment​(34,628)​(44,172)
Acquisition related payments, net of cash acquired​(618)​—
Net cash used in investing activities​(35,246)​(44,172)
​​​​​
Financing activities:​​​​
Borrowings of long-term debt​30,000​11,524
Repayments of long-term debt and financing lease liabilities​​(36,671)​​(5,027)
Tax-withholding obligation on stock-based compensation​(444)​(569)
Purchase of treasury stock​—​(1,106)
Net cash (used in) provided by financing activities​(7,115)​4,822
Effect of exchange rate changes on cash​(27)​100
Net change in cash and cash equivalents and restricted cash and cash equivalents​(594)​(22,028)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period​4,667​28,075
Cash and cash equivalents and restricted cash and cash equivalents, end of period​$4,073​$6,047
Supplemental disclosure of cash flow data:​​​​
Interest paid, net of capitalized interest​$26,692​$27,992
Income taxes paid, net of refunds​$1,020​$931
Accrued purchases of property and equipment​$10,935​$13,368
Non-cash borrowings of long-term debt for acquisition​$194​$—
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents​​​​
Cash and cash equivalents​$3,574​$5,548
Restricted cash and cash equivalents​​499​​499
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the statement of cash flows​$4,073​$6,047

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; Benihana Express, a small footprint fast casual concept showcasing the best of Benihana without teppanyaki tables; 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 September 27, 2026, the Company owned, operated, managed, franchised, or licensed 157 venues, including 32 STKs,86 Benihanas,21 Kona Grills and 12 RAs, inclusive of temporary closures, 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 third quarter of 2026 was the 91-day period of June 29, 2026 through September 27, 2026 compared to the third quarter of 2025 which was the 91-day period of June 30, 2025 through September 28, 2025. The nine periods ended September 27, 2026 and the nine periods ended September 28, 2025 consisted of the first 273 and 271 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 $1.2 million and $4.3 million for the three and nine periods ended September 28, 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.

Significant Accounting Policies

Refer to the Company’s Annual Report on Form 10-K for the year ended December 28, 2025 for the Company’s significant accounting policies. The following represents changes in accounting policies during 2026:

*Cash and cash equivalents.*Cash and cash equivalents are defined as cash on hand and highly liquid instruments with original maturities of three months or less when purchased. The Company’s cash and cash equivalents consist of cash in banks and at the restaurants. Checks issued in excess of available bank balances using the single-account approach are classified as a book overdraft within accounts payable. A book overdraft of$0.5 million is presented within accounts payable on the condensed consolidated balance sheets as of September 27, 2026. There wasno book overdraft as of December 28, 2025.

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):

​ · ​ · ​ · ​ · ​ · ​ · ​
​​September 27,​December 28,
​​2026​2025
Furniture, fixtures and equipment​$92,364​$88,823
Leasehold improvements​282,733​266,224
Less: accumulated depreciation​(131,273)​(117,365)
Subtotal​243,824​237,682
Construction in progress​31,908​35,097
Restaurant smallwares​5,778​5,416
Total​$281,510​$278,195

Depreciation related to property and equipment was $11.6 million and $11.4 million for the three periods ended September 27, 2026 and September 28, 2025, respectively, and $32.6 million and $31.5 million for the nine periods ended September 27, 2026 and September 28, 2025, respectively, presented within depreciation and amortization expense in the condensed consolidated statement of operations. The Company does not depreciate construction in progress.

Note 3 – Intangibles, Net

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

​​​​​​​
​ · ​ · September 27, · ​ · December 28,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Indefinite-lived intangible assets​​​​​​
Tradenames​$130,200​$130,200
Finite-lived intangible assets​​​​​​
Franchise agreements​​800​​800
Other finite-lived intangible assets​​342​​335
Total finite-lived intangible assets​​1,142​​1,135
Less: accumulated amortization​(2,427)​(2,347)
Total intangibles, net​$128,915​$128,988

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 and$0.1 million for the three and nine periods ended September 27, 2026, respectively, and nominal for the three and nine periods ended September 28, 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):

​​​​​​​
​ · ​ · September 27, · ​ · December 28,
​ · ​ · 2026 · ​ · 2025
VAT, sales and property taxes​​10,453​10,572
Interest​​5,976​​6,053
Amounts due to landlords​​3,661​4,507
New restaurant construction​2,855​​3,521
Insurance​3,997​​4,130
Legal, professional and other services​1,472​2,196
Lease termination​​662​​462
Income taxes​​440​​449
Other (1)​13,603​14,466
Total​$43,119​$46,356
(1)Amount primarily relates to recurring restaurant operating expenses.

Note 5 – Long-Term Debt

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

​​​​​​​
​ · ​ · September 27, · ​ · December 28,
​ · ​ · 2026 · ​ · 2025
Term loan agreements​$337,750​$344,313
Revolving credit facility​​7,500​​7,000
Equipment security notes​2,487​2,856
Promissory notes​148​—
Total long-term debt​347,885​354,169
Less: current portion of long-term debt​(9,465)​(9,302)
Less: debt issuance costs​(322)​(414)
Less: debt original issuance discount​(8,140)​(10,440)
Total long-term debt, net of current portion​$329,958​$334,013

Interest expense, net for the Company’s debt arrangements, excluding the amortization of debt issuance costs, debt original issuance discount and fees, was $9.1 million and $9.5 million for the three periods ended September 27, 2026 and September 28, 2025, respectively, and $26.6 million and $27.8 million for the nine periods ended September 27, 2026 and September 28, 2025, respectively. Capitalized interest was $0.1 million and $0.8 million for the three and nine periods ended September 27, 2026, respectively. Capitalized interest was $0.2 million and $1.1 million for the three and nine periods ended September 28, 2025, respectively.

As of September 27, 2026, the Company had $6.3 million in standby letters of credit outstanding for certain restaurants and $26.2 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 September 27, 2026, the Company had borrowings of $7.5 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 September 27, 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 September 27, 2026 was 10.3%.

As of September 27, 2026, the Company had $0.3 million of debt issuance costs and $8.1 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 $0.8 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 September 27, 2026, the amount outstanding under the Equipment Security Notes was approximately $2.5 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 September 27, 2026, the amount outstanding under the Promissory Note was approximately $0.1 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. During the three and nine periods ended September 28, 2025, the Company completed an impairment analysis on assets related to restaurants that have upcoming lease expirations using a discounted cash flow model. As a result, the Company recorded non-cash impairment charges of $3.4 million on property and equipment, net and operating lease right-of-use-assets using Level 3 inputs. No such charge was recorded during 2026.

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

For the nine periods ended September 27, 2026, the Company has elected to compute its interim tax provision using the actual year-to-date effective tax rate method rather than the estimated annual effective tax rate method as small changes in projected income may produce large variations in the Company’s estimated annual effective tax rate. The Company’s effective tax rate for the nine periods ended September 28, 2025 was computed using the annual effective tax rate method. The Company recorded an income tax expense of $1.0 million for the nine periods ended September 27, 2026 compared to a tax expense of $60.1 million as a result of a full valuation allowance for the nine periods ended September 28, 2025.

The Company’s actual year-to-date effective income tax rate was (6.5)% for the nine periods ended September 27, 2026 compared to (222.0)% for the nine periods ended September 28, 2025. The Company’s 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; (iv) the effect of non-deductible compensation; and (v) the valuation allowance on deferred tax assets.

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):

​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​September 27,​December 28,
​​2026​2025
Deferred license revenue (1)​$137​$116
Deferred gift card and gift certificate revenue (2)​$3,890​$6,074
Advanced party deposits (2)​$1,430​$745
Friends with Benefits rewards program (3)​$943​$450
(1)Includes the current and long-term portion of deferred license revenue which are included in other current liabilities and other long-term liabilities on the condensed consolidated balance sheets.
(2)Deferred gift card revenue and advance party deposits on goods and services yet to be provided are included in deferred gift card revenue and other on the condensed consolidated balance sheets.
(3)Friends with Benefits rewards program is included in accrued expenses on the condensed consolidated balance sheets.

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

​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​September 27,​ ​ ​September 28,
​​2026​2025
Revenue recognized from deferred license revenue​$19​$34
Revenue recognized from deferred gift card revenue​$3,557​$3,711
Revenue recognized from advanced party deposits​$686​$508

The estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of September 27, 2026 were as follows for each year ending (in thousands):

​​​​
2026, three periods remaining​ ​ ​$36
2027​22
2028​22
2029​16
2030​4
Thereafter​37
Total future estimated deferred license revenue​$137

Note 9 – Leases

The components of lease expense for the nine periods ended September 27, 2026 and the nine periods ended September 28, 2025 are as follows (in thousands):

​​​​​​​​
​ · ​ · September 27, · September 28,
​ · ​ · 2026 · 2025
Lease cost​​​​​​​
Operating lease cost$35,111$34,756​
Finance lease cost​​​​​​​
Amortization of ROU assets​​152​​155​
Interest on lease liabilities​​48​​65​
Total finance lease cost​​200​​220​
Variable lease cost (1)​​17,032​​14,620​
Short-term lease cost​​2,862​​3,073​
Total lease cost$55,205$52,669​
​​​​​​​​
Weighted average remaining lease term​​​​​​​
Operating leases​​12 years​​13 years​
Finance leases​​2 years​​3 years​
Weighted average discount rate​​​​​​​
Operating leases​​10.47%​10.40%
Finance leases​​11.14%​11.14%
(1)Variable lease cost is comprised of percentage rent and common area maintenance.

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

​​​​​​​
​ · ​ ​ ​ · September 27, · ​ ​ ​ · December 28,
​ · ​ · 2026 · ​ · 2025
Finance lease right-of-use assets (1)​$430​$573
Current portion of finance lease liabilities (1)​209​191
Long-term portion of finance lease liabilities (1)​​278​​457
(1)Finance lease assets and liabilities are included in other assets, other current liabilities, and other long-term liabilities on the condensed consolidated balance sheet.

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

​​​​​​​
​ · ​ · September 27, · ​ · September 28,
​ · ​ · 2026 · ​ · 2025
Cash paid for amounts included in the measurement of lease liabilities: · ​ · ​ · ​ · ​ · ​
Operating cash flows from operating leases​$27,341​$31,309
Operating cash flows from finance leases​$152​$155
Financing cash flows from finance leases​$172​$252
Right-of-use assets obtained in exchange for lease obligations:​​​​​​
Operating leases​$21,456​$4,608

The Company has entered into eight operating leases for future restaurants that have not commenced as of September 27, 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$7.3 million. The Company expects these leases, which have initial lease terms of 10 to 15 years, to commence within the next twelve months.

As of September 27, 2026, maturities of the Company’s operating lease liabilities are as follows (in thousands):

​​​​
2026, three periods remaining​$10,157
2027​​45,643
2028​​50,956
2029​​49,968
2030​​49,702
Thereafter​​390,225
Total lease payments​​596,651
Less: imputed interest​​(276,343)
Present value of operating lease liabilities$320,308

As of September 27, 2026, maturities of the Company’s finance lease liabilities are as follows (in thousands):

​​​​
2026, three periods remaining​$66
2027​​253
2028​​231
Total lease payments​​550
Less: imputed interest​​(63)
Present value of finance lease liabilities$487

Note 10 – 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 periods ended September 27, · ​ · ​ · For the three periods ended September 28, 2025 · ​ · ​ · For the nine periods ended September 27, · ​ · For the nine periods ended September 28, 2025
​ · ​ ​ ​ · 2026 · ​ ​ ​ · (as restated) · ​ ​ ​ · 2026 · ​ ​ ​ · (as restated)
Net loss attributable to The ONE Group Hospitality, Inc.​$(16,106)​$(76,740)​$(15,026)​$(85,869)
Series A Preferred Stock paid-in-kind dividend and accretion​​(10,340)​​(8,535)​​(29,591)​​(24,263)
Net loss available to common stockholders​​(26,446)​​(85,275)​​(44,617)​​(110,132)
​​​​​​​​​
Basic weighted average shares outstanding​33,647,994​32,872,423​33,438,816​32,887,768
Dilutive effect of stock options, warrants and restricted share units​—​—​—​—
Diluted weighted average shares outstanding​33,647,994​32,872,423​33,438,816​32,887,768
​​​​​​​​​
Basic net loss per common share​$(0.79)​$(2.59)​$(1.33)​$(3.35)
Diluted net loss per common share​$(0.79)​$(2.59)​$(1.33)​$(3.35)

For the three periods ended September 27, 2026 and September 28, 2025,1.8 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 nine periods ended September 27, 2026 and September 28, 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 September 28, 2025 condensed consolidated financial statements, management identified an error in the 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 nine periods ended September 28, 2025. The 1.9 million of penny warrants were also removed from the previously reported anti-dilutive share totals for the three and nine periods ended September 28, 2025. The loss per share has been restated in the above table from $2.75 and $3.55 per share previously reported for the three periods and nine periods ended September 28, 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 nine periods ended September 27, 2026, the Company recorded paid-in-kind dividends and accretion of the Series A Preferred Stock of $10.3 million and $29.6 million, respectively.

Redemption Rights

On and after May 1, 2029, holders of the Series A Preferred Stock have the right, but are not required, to redeem 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 September 27, 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 September 27, 2026 and December 28, 2025, there were 31.9 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 nine periods ended September 28, 2025, the Company repurchased 0.1 million and 0.4 million shares, respectively, for an aggregate consideration of $0.2 million and $1.1 million, respectively. There wereno stock repurchases in the three and nine periods ended September 27, 2026. As of September 27, 2026, the Company had purchased 3.4 million shares for $19.3 million under the repurchase program. On November 3, 2026, the Company’s Board of Directors authorized an additional $5.0 million to this 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 September 27, 2026 and December 28, 2025.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · Warrants · ​ · Exercise · ​ · Shares available for purchase
Issuance date​Holder of warrants​Expiration date​Issued​Price​September 27, 2026​December 28, 2025
May 1, 2024​HPC III Kaizen LP​May 1, 2029​1,000,000​$10.00​1,000,000​1,000,000
May 1, 2024​HPS and affiliates​May 1, 2029​66,667​$10.00​66,667​66,667
May 1, 2024​HPC III Kaizen LP​May 1, 2034​1,786,582​$0.01​1,786,582​1,786,582
May 1, 2024​HPS and affiliates​May 1, 2034​119,105​$0.01​119,105​119,105

Note 13 – Stock-Based Compensation

Stock-Based Compensation

As of September 27, 2026, the Company had 3,006,224 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 September 27, 2026 and September 28, 2025 was $1.0 million and $1.2 million, respectively and for the nine periods ended September 27, 2026 and September 28, 2025 was $3.3 million and $4.3 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 is $0.2 million and $0.7 million of cost related to unrestricted stock granted to directors for the three and nine periods ended September 27, 2026 and $0.2 million and $0.6 million for the three and nine periods ending September 28, 2025, respectively. Such grants were awarded consistent with the Board of Director’s compensation practices. Stock-based compensation for the three and nine periods ended September 27, 2026, included $0.2 million and $0.7 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 $0.7 million for the three and nine periods ended September 28, 2025, respectively.

Stock Option Activity

Stock options in the table below include time-based awards. Changes in stock options during the nine periods ended September 27, 2026 were as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​​​​​Weighted​​​
​ · ​ · ​ · ​ · Weighted · ​ · average · ​ · Intrinsic
​ · ​ · ​ · ​ · average exercise · ​ · remaining · ​ · value
​ · ​ ​ ​ · Shares · ​ ​ ​ · price · ​ ​ ​ · contractual life · ​ ​ ​ · (thousands)
Outstanding at December 28, 2025803,156​$2.993.53 years​$114
Granted—​​—​​​
Exercised—​​—​​​
Cancelled, expired or forfeited(65,942)​​2.73​​​
Outstanding at September 27, 2026737,214​$3.023.08 years​$66
Exercisable at September 27, 2026​737,214​$3.02​3.08 years​$66

As of September 27, 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 nine periods ended September 27, 2026 is presented below:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted average
​ · ​ ​ ​ · Shares · ​ ​ ​ · grant date fair value
Non-vested RSUs at December 28, 20251,227,938​$3.90
Granted1,183,692​1.92
Vested(529,790)​4.04
Cancelled, expired or forfeited(111,991)​2.78
Non-vested RSUs at September 27, 20261,769,849​$2.54

As of September 27, 2026, the Company had approximately$3.3 million of unrecognized compensation costs related to RSUs, which will be recognized over a weighted average period of 1.9 years.

The fair value of RSUs vested during the three and nine periods ended September 27, 2026, was $0.6 million and $2.1 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 nine periods ended September 27, 2026 is presented below:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted average
​ · ​ ​ ​ · Shares · ​ ​ ​ · grant date fair value
Non-vested PSUs at December 28, 2025558,488​$5.10
Granted208,558​2.75
Vested(33,167)​2.49
Cancelled, expired or forfeited(375,000)​5.89
Non-vested PSUs at September 27, 2026358,879​$3.15

As of September 27, 2026, the Company had$0.4 million of unrecognized compensation costs related to PSUs, which will be recognized over a weighted average period of 1.9 years.

Note 14 – Segment Reporting

The Company has identified its reportable operating segments as follows:

●STK. The STK segment consists of the results of operations from STK restaurants and ONE Hospitality restaurant locations, as well as management, license and incentive fee revenue generated from the STK brand and ONE Hospitality restaurants.
●Benihana. The Benihana segment consists of the results of operations from Benihana restaurant and Benihana Express restaurant locations, as well as franchise revenue from the Benihana and Benihana Express brands.
●Grill Concepts. The Grill Concepts segment consists of the results of operations of Kona Grill and RA restaurant locations.

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 nine periods ended September 27, 2026 and the three and nine periods ended September 28, 2025 for each segment is provided below (in thousands).

​​​​​​​​​​​​​​​​
​ · ​ ​ ​ · STK · ​ ​ ​ · Benihana · ​ ​ ​ · Grill Concepts · ​ ​ ​ · Other(1) · ​ ​ ​ · Total
For the three periods ended September 27, 2026​​​​​​​​​​​​​​​
Owned restaurant net revenue$47,004​$102,081​$24,981​$222​$174,288
Owned restaurant cost of sales​​(11,188)​​(17,448)​​(5,292)​​(8)​​(33,936)
Owned restaurant operating expenses​​(29,593)​​(68,531)​​(19,139)​​(20)​​(117,283)
Restaurant operating profit​​6,223​​16,102​​550​​194​​23,069
Management, license, franchise and incentive fee revenue​​2,167​​380​​—​​123​​2,670
General and administrative (including stock-based compensation of $1,006)​​​​​​​​​​​​​​(13,323)
Depreciation and amortization​​​​​​​​​​​​​​(11,727)
Lease termination and restaurant closure expenses (income)​​​​​​​​​​​​​​(1,362)
Pre-opening expenses​​​​​​​​​​​​​​(2,727)
Transition and integration expenses​​​​​​​​​​​​​​(2,364)
Transaction costs​​​​​​​​​​​​​​—
Other expenses (income)​​​​​​​​​​​​​​(84)
Interest expense, net of interest income​​​​​​​​​​​​​​(10,021)
Loss before provision for income taxes​​​​​​​​​​​​​​(15,869)
​​​​​​​​​​​​​​​​
Reconciliation of total revenues​​​​​​​​​​​​​​​
Owned restaurant net revenue​​​​​​​​​​​​​​174,288
Management, license, franchise and incentive fee revenue​​​​​​​​​​​​​​2,670
Total revenues​​​​​​​​​​​​​$176,958
(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.
​​​​​​​​​​​​​​​​
​ · ​ · STK · ​ ​ ​ · Benihana · ​ ​ ​ · Grill Concepts · ​ ​ ​ · Other(1) · ​ ​ ​ · Total
For the three periods ended September 28, 2025​​​​​​​​​​​​​​​
Owned restaurant net revenue​$45,832​$99,994​$31,383​$215​$177,424
Owned restaurant cost of sales​​(11,131)​​(19,318)​​(6,961)​​(2)​​(37,412)
Owned restaurant operating expenses​​(28,822)​​(66,748)​​(24,303)​​(28)​​(119,901)
Restaurant operating profit​​5,879​​13,928​​119​​185​​20,111
Management, license, franchise and incentive fee revenue​​2,234​​467​​—​​75​​2,776
General and administrative (including stock-based compensation of $1,246)​​​​​​​​​​​​​​(13,274)
Depreciation and amortization​​​​​​​​​​​​​​(11,530)
Loss on impairment of long-lived assets​​​​​​​​​​​​​​(3,386)
Lease termination and restaurant closure expenses (income)​​​​​​​​​​​​​​278
Pre-opening expenses​​​​​​​​​​​​​​(698)
Transition and integration expenses​​​​​​​​​​​​​​(2,607)
Transaction costs​​​​​​​​​​​​​​(13)
Other expenses (income)​​​​​​​​​​​​​​470
Interest expense, net of interest income​​​​​​​​​​​​​​(10,483)
Loss before provision for income taxes​​​​​​​​​​​​​​(18,356)
​​​​​​​​​​​​​​​​
Reconciliation of total revenues​​​​​​​​​​​​​​​
Owned restaurant net revenue​​​​​​​​​​​​​​177,424
Management, license, franchise and incentive fee revenue​​​​​​​​​​​​​​2,776
Total revenues​​​​​​​​​​​​​$180,200
(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.
​​​​​​​​​​​​​​​​
​ · ​ ​ ​ · STK · ​ ​ ​ · Benihana · ​ ​ ​ · Grill Concepts · ​ ​ ​ · Other(1) · ​ ​ ​ · Total
For the nine periods ended September 27, 2026​​​​​​​​​​​​​​​
Owned restaurant net revenue$161,198​$337,971​$81,101​$594​$580,864
Owned restaurant cost of sales​​(37,183)​​(58,639)​​(17,159)​​(33)​​(113,014)
Owned restaurant operating expenses​​(95,572)​​(215,969)​​(60,765)​​(330)​​(372,636)
Restaurant operating profit​​28,443​​63,363​​3,177​​231​​95,214
Management, license, franchise and incentive fee revenue​​7,782​​1,276​​—​​329​​9,387
General and administrative (including stock-based compensation of $3,277)​​​​​​​​​​​​​​(42,353)
Depreciation and amortization​​​​​​​​​​​​​​(33,152)
Lease termination and restaurant closure expenses​​​​​​​​​​​​​​(4,246)
Pre-opening expenses​​​​​​​​​​​​​​(7,057)
Transition and integration expenses​​​​​​​​​​​​​​(3,023)
Transaction costs​​​​​​​​​​​​​​(26)
Other expenses (income)​​​​​​​​​​​​​​(138)
Interest expense, net of interest income​​​​​​​​​​​​​​(29,390)
Loss before provision for income taxes​​​​​​​​​​​​​​(14,784)
​​​​​​​​​​​​​​​​
Reconciliation of total revenues​​​​​​​​​​​​​​​
Owned restaurant net revenue​​​​​​​​​​​​​​580,864
Management, license, franchise and incentive fee revenue​​​​​​​​​​​​​​9,387
Total revenues​​​​​​​​​​​​​$590,251
(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.
​​​​​​​​​​​​​​​​
​ · ​ · STK · ​ ​ ​ · Benihana · ​ ​ ​ · Grill Concepts · ​ ​ ​ · Other(1) · ​ ​ ​ · Total
For the nine periods ended September 28, 2025​​​​​​​​​​​​​​​
Owned restaurant net revenue​$152,017​$330,735​$105,489​$488​$588,729
Owned restaurant cost of sales​​(36,577)​​(64,246)​​(22,892)​​(7)​​(123,722)
Owned restaurant operating expenses​​(91,169)​​(208,903)​​(77,859)​​(238)​​(378,169)
Restaurant operating profit​​24,271​​57,586​​4,738​​243​​86,838
Management, license, franchise and incentive fee revenue​​8,271​​1,489​​—​​219​​9,979
General and administrative (including stock-based compensation of $4,348)​​​​​​​​​​​​​​(38,027)
Depreciation and amortization​​​​​​​​​​​​​​(32,229)
Loss on impairment of long-lived assets​​​​​​​​​​​​​​(3,386)
Lease termination and restaurant closure expenses​​​​​​​​​​​​​​(5,428)
Pre-opening expenses​​​​​​​​​​​​​​(3,958)
Transition and integration expenses​​​​​​​​​​​​​​(10,275)
Transaction costs​​​​​​​​​​​​​​(143)
Other expenses (income)​​​​​​​​​​​​​​147
Interest expense, net of interest income​​​​​​​​​​​​​​(30,600)
Loss before provision for income taxes​​​​​​​​​​​​​​(27,082)
​​​​​​​​​​​​​​​​
Reconciliation of total revenues​​​​​​​​​​​​​​​
Owned restaurant net revenue​​​​​​​​​​​​​​588,729
Management, license, franchise and incentive fee revenue​​​​​​​​​​​​​​9,979
Total revenues​​​​​​​​​​​​​$598,708

(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).

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​For the three periods ended September 27,​For the three periods ended September 28,​For the nine periods ended September 27,​For the nine periods ended September 28,
​​ ​ ​2026​ ​ ​2025​ ​ ​2026​ ​ ​2025
Domestic revenues$176,187$179,471$587,993$596,470
International revenues​771​729​2,258​2,238
Total revenues​$176,958​$180,200​$590,251​$598,708

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.

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