ONE Group Hospitality, Inc.

For the period ended Jun 29, 2025. Filed Aug 5, 2025.

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.

Jun 29, 2025 · Filed Aug 5, 2025

STKS$1.01-14.4%Stored close · as of Nov 9, 2026

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Contents

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share information)


· · June 29, · · December 31,
· 2025 · · 2024
ASSETS · · ·
Current assets: · ·
Cash and cash equivalents	$4,662	$27,576
Credit card receivable	10,422	10,477
Restricted cash and cash equivalents	499	499
Accounts receivable	9,631	12,294
Inventory	9,304	11,318
Other current assets	7,817	6,786
Due from related parties	376	376
Total current assets	42,711	69,326

Property and equipment, net	286,895	276,120
Operating lease right-of-use assets	252,994	260,331
Goodwill	155,783	155,783
Intangibles, net	133,099	133,111
Deferred tax assets, net	53,337	54,282
Other assets	8,638	9,030
Security deposits	2,223	2,097
Total assets	$935,680	$960,080

LIABILITIES, SERIES A PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$33,468	$30,883
Accrued payroll expenses	16,879	23,897
Accrued expenses	44,193	48,339
Current portion of operating lease liabilities	14,072	15,294
Deferred gift card revenue and other	4,037	6,540
Current portion of long-term debt	7,438	6,125
Other current liabilities	981	313
Total current liabilities	121,068	131,391

Long-term debt, net of current portion, unamortized discount and debt issuance costs	327,489	328,110
Operating lease liabilities, net of current portion	288,511	293,490
Other long-term liabilities	4,980	5,758
Total liabilities	742,048	758,749

Commitments and contingencies (Note 17)

Series A preferred stock, $0.0001 par value, 160,000 shares authorized; 160,000 issued and outstanding at June 29, 2025 and December 31, 2024	173,813	158,085

Stockholders’ equity:
Common stock, $0.0001 par value, 75,000,000 shares authorized; 34,284,722 issued and 30,951,590 outstanding at June 29, 2025 and 33,994,140 issued and 31,037,843 outstanding at December 31, 2024	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 June 29, 2025 and December 31, 2024	—	—
Treasury stock, at cost, 3,333,132 shares at June 29, 2025 and 3,019,654 shares at December 31, 2024	(19,107)	(18,202)
Additional paid-in capital	55,171	67,118
Accumulated deficit	(10,104)	—
Accumulated other comprehensive loss	(2,918)	(3,028)
Total stockholders’ equity	23,045	45,891
Noncontrolling interests	(3,226)	(2,645)
Total equity	19,819	43,246
Total liabilities, Series A preferred stock and equity	$935,680	$960,080

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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


· · For the three periods ended June 29, · For the three months ended June 30, · For the six periods ended June 29, · · For the six months ended June 30,
· 2025 · 2024 · 2025 · 2024
Revenues: · · · ·
Owned restaurant net revenue	$203,907	$169,021	$411,305	$250,529
Management, license, franchise and incentive fee revenue	3,472	3,473	7,203	6,960
Total revenues	207,379	172,494	418,508	257,489
Cost and expenses:
Owned operating expenses:
Owned restaurant cost of sales	43,190	35,877	86,310	54,591
Owned restaurant operating expenses	129,493	103,772	258,268	153,410
Total owned operating expenses	172,683	139,649	344,578	208,001
General and administrative (including stock-based compensation of $1,470 and $3,102 for the three and six periods ended June 29, 2025, respectively, and $1,495 and $2,853 for the three and six months ended June 30, 2024, respectively)	11,662	10,634	24,753	18,168
Depreciation and amortization	10,870	8,025	20,699	13,285
Transaction and exit costs	61	6,519	130	7,878
Transition and integration expenses	3,949	3,794	7,668	3,794
Pre-opening expenses	1,579	2,516	3,260	5,430
Lease termination and exit expenses	5,635	307	5,706	471
Other expenses	278	—	323	32
Total costs and expenses	206,717	171,444	407,117	257,059
Operating income	662	1,050	11,391	430
Other expenses, net:
Interest expense, net of interest income	10,295	7,865	20,117	9,943
Loss on early debt extinguishment	—	4,149	—	4,149
Total other expenses, net	10,295	12,014	20,117	14,092
Loss before provision (benefit) for income taxes	(9,633)	(10,964)	(8,726)	(13,662)
Provision (benefit) for income taxes	699	(3,459)	984	(3,727)
Net loss	(10,332)	(7,505)	(9,710)	(9,935)
Less: net loss attributable to noncontrolling interest	(228)	(163)	(581)	(524)
Net loss attributable to The ONE Group Hospitality, Inc.	$(10,104)	$(7,342)	$(9,129)	$(9,411)
Series A Preferred Stock paid-in-kind dividend and accretion	(8,137)	(4,538)	(15,728)	(4,538)
Net loss available to common stockholders	$(18,241)	$(11,880)	$(24,857)	$(13,949)

Net loss per common share:
Basic	$(0.59)	$(0.38)	$(0.80)	$(0.44)
Diluted	$(0.59)	$(0.38)	$(0.80)	$(0.44)

Weighted average common shares outstanding:
Basic	30,935,737	31,424,938	30,989,839	31,376,951
Diluted	30,935,737	31,424,938	30,989,839	31,376,951

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited, in thousands)


· · For the three periods ended June 29, · · For the three months ended June 30, · · For the six periods ended June 29, · · For the six months ended June 30,
· 2025 · 2024 · 2025 · 2024
Net loss	$(10,332)	$(7,505)	$(9,710)	$(9,935)
Currency translation gain (loss), net of tax	123	11	110	(57)
Comprehensive loss	(10,209)	(7,494)	(9,600)	(9,992)
Less: comprehensive loss attributable to noncontrolling interest	(228)	(163)	(581)	(524)
Comprehensive loss attributable to The ONE Group Hospitality, Inc.	(9,981)	(7,331)	(9,019)	(9,468)
Series A Preferred Stock paid-in-kind dividend and accretion	(8,137)	(4,538)	(15,728)	(4,538)
Comprehensive loss attributable to common stockholders	$(18,118)	$(11,869)	$(24,747)	$(14,006)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND

SERIES A PREFERRED STOCK

(Unaudited, in thousands, except share information)


· · · · · · · · · · · · · · · · · (Accumulated · · Accumulated · · · · · · · · ·
· · · · · · · · · · · · · · Additional · · Deficit) · · other · · · · · · · · ·
· Series A Preferred Stock · · Common stock · · Treasury · · paid-in · · Retained · · comprehensive · · Stockholders’ · · Noncontrolling · · ·
· Shares · Amount · · Shares · Par value · stock · · capital · Earnings · loss · equity · interests · Total
Balance at December 31, 2024	160,000	$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, 2025	160,000	$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, 2025	160,000	$173,813	30,951,590	$3	$(19,107)	$55,171	$(10,104)	$(2,918)	$23,045	$(3,226)	$19,819

Balance at December 31, 2023	—	$—	31,283,975	$3	$(15,051)	$58,270	$28,884	$(2,930)	$69,176	$(1,816)	$67,360
Stock-based compensation	—	—	—	—	—	1,358	—	—	1,358	—	1,358
Issuance of vested restricted shares, net of tax withholding	—	—	24,521	—	—	(124)	—	—	(124)	—	(124)
Loss on foreign currency translation, net	—	—	—	—	—	—	—	(68)	(68)	—	(68)
Net loss	—	—	—	—	—	—	(2,069)	—	(2,069)	(361)	(2,430)
Balance at March 31, 2024	—	$—	31,308,496	$3	$(15,051)	$59,504	$26,815	$(2,998)	$68,273	$(2,177)	$66,096
Stock-based compensation	—	—	22,905	—	—	1,495	—	—	1,495	—	1,495
Exercise of stock options and warrants	—	—	50,000	—	—	242	—	—	242	—	242
Issuance of vested restricted shares, net of tax withholding	—	—	108,124	—	—	(356)	—	—	(356)	—	(356)
Issuance of warrants	—	—	—	—	—	10,771	—	—	10,771	—	10,771
Purchase of treasury stock	—	—	(192,325)	—	(888)	—	—	—	(888)	—	(888)
Series A Preferred Stock issuance	160,000	138,943	—	—	—	—	—	—	—	—	—
Series A Preferred Stock paid-in kind dividend and accretion	—	4,538	—	—	—	—	(4,538)	—	(4,538)	—	(4,538)
Gain on foreign currency translation, net	—	—	—	—	—	—	—	11	11	—	11
Net loss	—	—	—	—	—	—	(7,342)	—	(7,342)	(163)	(7,505)
Balance at June 30, 2024	160,000	$143,481	31,297,200	$3	$(15,939)	$71,656	$14,935	$(2,987)	$67,668	$(2,340)	$65,328

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


· · For the six periods ended June 29, · · For the six months ended June 30,
· 2025 · 2024
Operating activities: · ·
Net income (loss)	$(9,710)	$(9,935)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	20,699	13,285
Non-cash lease termination and exit costs	3,500	321
Stock-based compensation	3,102	2,853
Amortization of debt issuance costs and debt original issuance discounts	1,770	806
Deferred taxes	945	(3,862)
Non-cash loss on early debt extinguishment	—	1,674
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	2,718	2,623
Inventory	2,014	1,425
Other current assets	(1,105)	2,300
Security deposits	(126)	(35)
Other assets	(300)	(2,397)
Accounts payable	(1,486)	891
Accrued expenses	(9,348)	(4,007)
Operating lease liabilities and right-of-use assets	1,136	1,070
Other liabilities	(2,476)	(458)
Net cash provided by operating activities	11,333	6,554

Investing activities:
Purchase of property and equipment	(32,148)	(34,941)
Acquisition related payments, net of cash acquired	—	(368,605)
Net cash used in investing activities	(32,148)	(403,546)

Financing activities:
Borrowings of long-term debt	—	333,829
Repayments of long-term debt and financing lease liabilities	(1,011)	(73,612)
Issuance of Series A preferred stock net of discount	—	138,943
Issuance of warrants to Series A preferred stockholders	—	10,771
Exercise of stock options	—	242
Tax-withholding obligation on stock-based compensation	(296)	(480)
Purchase of treasury stock	(905)	(888)
Net cash used in financing activities	(2,212)	408,805
Effect of exchange rate changes on cash	113	(61)
Net change in cash and cash equivalents and restricted cash and cash equivalents	(22,914)	11,752
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period	28,075	21,047
Cash and cash equivalents and restricted cash and cash equivalents, end of period	$5,161	$32,799
Supplemental disclosure of cash flow data:
Interest paid, net of capitalized interest	$18,426	$4,572
Income taxes paid	$873	$413
Accrued purchases of property and equipment	$13,449	$10,768
Reconciliation of cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents	$4,662	$32,247
Restricted cash and cash equivalents	499	552
Total cash and cash equivalents and restricted cash and cash equivalents as shown in the statement of cash flows	$5,161	$32,799

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 and licenses upscale and polished casual, high-energy restaurants. As of June 29, 2025, 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 a polished casual atmosphere, and RA Sushi, 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 29, 2025, the Company owned, operated, managed, franchised, or licensed 159 venues, including 30 STKs,85 Benihanas,23 Kona Grills and 15 RA Sushis 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 2025 was the 91-day period of March 31, 2025 through June 29, 2025 compared to the second quarter of 2024 which was the 91-day period of April 1, 2024 through June 30, 2024. The six periods ended June 29, 2025 and the six months ended June 30, 2024 consisted of the first 180 and 182 days of the 2025 and 2024 fiscal years, respectively. The Company’s fiscal year ending December 28, 2025 will contain 362 days due to the transition. The fiscal year ending December 31, 2024 contained 365 days.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of December 31, 2024, 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 31, 2024.

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.

Immaterial Prior Period Restatement

As disclosed in the Form 10-Q for the three periods ended March 30, 2025, subsequent to the issuance of the Company’s Consolidated Financial statements filed on Form 10-K for the period ended December 31, 2024, the Company identified an error in its calculation and recognition of non-cash rent expense for Benihana and RA Sushi from the date of its acquisitions through December 31, 2024, which resulted in the Company understating net loss by $1.3 million. The Company has evaluated the impact of the error and determined that it was not material to the 2024 interim or annual financial statements. However, the cumulative effect of the error in the first quarter of 2025 would have had a material effect on the results of operations for the period. Therefore, the Company has made these immaterial corrections in the comparative prior period within the Condensed Consolidated Financial Statements and related footnotes. The Company has corrected previously reported financial information for related immaterial errors in this Form 10-Q, as applicable.

The following table reflects the correction on the affected line items in the Company’s previously reported Condensed Consolidated Balance Sheet for the year ended December 31, 2024.


· · As of December 31, 2024
· · Previously · · · · As
· · Reported · · Adjustment · · Corrected
Operating lease right-of-use assets	$260,204	$127	$260,331
Deferred income taxes, net	53,682	600	54,282
Total assets	959,353	727	960,080
Current portion of operating lease liabilities	14,998	296	15,294
Total current liabilities	131,095	296	131,391
Operating lease liabilities, net of current portion	291,785	1,705	293,490
Total liabilities	756,748	2,001	758,749
Additional paid-in capital	68,392	(1,274)	67,118
Total stockholders’ equity	47,165	(1,274)	45,891
Total equity	44,520	(1,274)	43,246
Total liabilities, Series A preferred stock and stockholders' equity	959,353	727	960,080

The following table reflects the correction on the affected line items in the Company’s previously reported Condensed Consolidated Financial Statements for the three and six months ended June 30, 2024.


Condensed Consolidated Statement of Operations
· · For the three months ended June 30, 2024
· · Previously · · · · As
· · Reported · · Adjustment · · Corrected
Owned restaurant operating expenses	$103,192	$580	$103,772
Total owned operating expenses	139,069	580	139,649
General and administrative	10,622	12	10,634
Pre-opening expenses	2,504	12	2,516
Total costs and expenses	170,840	604	171,444
Operating income	1,654	(604)	1,050
Loss before benefit for income taxes	(10,360)	(604)	(10,964)
Benefit for income taxes	(3,268)	(191)	(3,459)
Net loss	(7,092)	(413)	(7,505)
Net loss attributable to The ONE Group Hospitality, Inc.	(6,929)	(413)	(7,342)
Net loss available to common stockholders	(11,467)	(413)	(11,880)
Basic net loss per common share	(0.36)	(0.01)	(0.38)
Diluted net loss per common share	(0.36)	(0.01)	(0.38)


· · For the six months ended June 30, 2024
· · Previously · · · · As
· · Reported · · Adjustment · · Corrected
Owned restaurant operating expenses	$152,830	$580	$153,410
Total owned operating expenses	207,421	580	208,001
General and administrative	18,156	12	18,168
Pre-opening expenses	5,418	12	5,430
Total costs and expenses	256,455	604	257,059
Operating income	1,034	(604)	430
Loss before benefit for income taxes	(13,058)	(604)	(13,662)
Benefit for income taxes	(3,536)	(191)	(3,727)
Net loss	(9,522)	(413)	(9,935)
Net loss attributable to The ONE Group Hospitality, Inc.	(8,998)	(413)	(9,411)
Net loss available to common stockholders	(13,536)	(413)	(13,949)
Basic net loss per common share	(0.43)	(0.01)	(0.44)
Diluted net loss per common share	(0.43)	(0.01)	(0.44)


Condensed Consolidated Statement of Comprehensive Income (Loss)
· · For the three months ended June 30, 2024
· · Previously · · · · As
· · Reported · · Adjustment · · Corrected
Net loss	$(7,092)	$(413)	$(7,505)
Comprehensive loss	(7,081)	(413)	(7,494)
Comprehensive loss attributable to The ONE Group Hospitality, Inc.	(6,918)	(413)	(7,331)
Comprehensive loss attributable to common stockholders	(11,456)	(413)	(11,869)


· · For the six months ended June 30, 2024
· · Previously · · · · As
· · Reported · · Adjustment · · Corrected
Net loss	$(9,522)	$(413)	$(9,935)
Comprehensive loss	(9,579)	(413)	(9,992)
Comprehensive loss attributable to The ONE Group Hospitality, Inc.	(9,055)	(413)	(9,468)
Comprehensive loss attributable to common stockholders	(13,593)	(413)	(14,006)


Condensed Consolidated Statement of Stockholders' Equity and Series A Preferred Stock
· · For the three months ended June 30, 2024
· · Previously · · · · As
· · Reported · · Adjustment · · Corrected
Retained earnings	$15,348	$(413)	$14,935
Stockholders' equity	68,081	(413)	67,668
Total equity	65,741	(413)	65,328


Condensed Consolidated Statement of Cash Flows
· · For the six months ended June 30, 2024
· · Previously · · · · As
· · Reported · · Adjustment · · Corrected
Net loss	$(9,522)	$(413)	$(9,935)
Deferred taxes	(3,671)	(191)	(3,862)
Operating lease liabilities and right-of-use assets	466	604	1,070

Prior Period Reclassifications

The Company reclassified $0.5 million from transaction and exit costs on the Condensed Consolidated Statements of Operations to lease termination and exit costs to conform to current year presentation.

Certain reclassifications were made to conform the prior period segment reporting to the current year presentation. Refer to Note 15 – Segment Reporting for additional information regarding the Company’s reportable operating segments.

Certain reclassifications were also made to align our international revenues with the Company’s classification of domestic and international venues within Note 16 – Geographic Information. These reclassifications are not material.

Recent Accounting Pronouncements

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 is permitted. The Company is evaluating the impact of adopting this ASU on its disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of

rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this ASU on its disclosures.

Note 2 – Benihana Acquisition

On May 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. and its affiliates comprised of 93 company owned restaurants and 12 franchised restaurants (the “Benihana Acquisition”). Safflower Holdings Corp. beneficially owned most of the Benihana restaurants, as well as all of the RA Sushi restaurants, in the U.S. The Company purchased the equity interests for a contractual price of $365.0 million, subject to customary adjustments. The Company believes that Benihana is complementary to its existing brands and will enable the Company to capture market share in the Vibe Dining segment.

The assets and liabilities of Benihana were recorded at their respective fair values as of the date of acquisition. The fair values are set forth below (amounts in thousands).


Purchase consideration: · ·
Contractual purchase price			$365,000
Cash and cash equivalents, restricted cash and cash equivalents and credit card receivable			25,117
Working capital adjustment			1,151
Cash consideration paid			391,268

Net assets acquired:
Cash and cash equivalents			$20,879
Restricted cash and cash equivalents			551
Credit card receivable			3,687
Inventory			4,405
Other current assets			7,471
Property and equipment			102,552
Operating lease right-of-use assets			182,346
Deferred tax assets, net			30,345
Intangible assets			117,800
Other assets			2,899
Accounts payable			(9,851)
Accrued expenses			(30,375)
Other current liabilities			(3,639)
Operating lease liabilities			(189,181)
Other long-term liabilities			(4,404)
Total net assets acquired			235,485
Goodwill			$155,783

The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill at Benihana. The portion of the purchase price attributable to goodwill represents benefits expected because of the acquisition, including sales and unit growth opportunities in addition to supply-chain and support-cost synergies. The Benihana and RA Sushi tradenames have an indefinite life based on the expected use of the asset and the regulatory and economic environment within which it is being used. The tradenames represent highly respected brands with positive connotations, and the Company intends to cultivate and protect the use of the brands. Goodwill and indefinite-lived tradenames are not amortized but are reviewed annually for impairment or more frequently if indicators of impairment exist. Goodwill is not deductible for tax purposes as the Benihana Acquisition was a stock transaction.

The Company incurred $3.9 million and $7.7 million for transition and related integration efforts in the three and six periods ended June 29, 2025, respectively. The Benihana Acquisition resulted in actual revenues of $257.5 million and net income of $9.9 million in the consolidated statements of operations for the six periods ended June 29, 2025.

The following unaudited pro forma results of operations for the three and six months ended June 30, 2024 give effect to the Benihana Acquisition as if it had occurred on January 1, 2024 (in thousands):

· · · · · ·
	For the three months ended June 30,	For the six months ended June 30,
· 2024 · 2024
Total Revenues	$212,794	$431,026
Net income	$7,625	$9,756

Note 3 – Property and Equipment, Net

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

· · · · · ·
	June 29,	December 31,
	2025	2024
Furniture, fixtures and equipment	$83,775	$80,362
Leasehold improvements	266,476	247,575
Less: accumulated depreciation	(101,290)	(88,638)
Subtotal	248,961	239,299
Construction in progress	32,481	31,982
Restaurant smallwares	5,453	4,839
Total	$286,895	$276,120

Depreciation related to property and equipment was $10.5 million and $7.7 million for the three periods ended June 29, 2025 and the three months ended June 30, 2024, respectively, and $20.1 million and $13.0 million for the six periods ended June 29, 2025 and the six months ended June 30, 2024, 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 depreciates construction in progress upon such assets being placed into service.

Note 4 – Intangibles, Net

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


· · June 29, · · December 31,
	2025		2024
Indefinite-lived intangible assets
Tradenames		$134,400		$134,400
Finite-lived intangible assets
Franchise agreements		800		800
Other finite-lived intangible assets		172		152
Total finite-lived intangible assets		972		952
Less: accumulated amortization		(2,273)		(2,241)
Total intangibles, net		$133,099		$133,111

Intangible assets consist of the indefinite-lived “Benihana”, “Kona Grill” and “RA Sushi” trade names and other finite-lived intangible assets that are amortized using the straight-line method over their estimated useful life of 10 to 15 years. The amortization expense was less than $0.1 million and nominal of the three and six periods ended June 29, 2025, respectively, and the three and six months ended June 30, 2024, respectively. The Company’s estimated aggregate amortization expense for each of the five succeeding fiscal years is $0.1 million annually.

Note 5 – Accrued Expenses

Accrued expenses consist of the following (in thousands):


· · June 29, · · December 31,
· · 2025 · · 2024
VAT and sales taxes	9,705	10,120
Interest	6,513	6,681
Amounts due to landlords	5,004	5,339
New restaurant construction	4,820	6,923
Insurance	2,862	4,388
Legal, professional and other services	2,297	1,692
Income taxes and related	63	471
Lease termination	434	—
Other (1)	12,495	12,725
Total	$44,193	$48,339

(1)	Amount primarily relates to recurring restaurant operating expenses.

Note 6 – Long-Term Debt

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


· · June 29, · · December 31,
· · 2025 · · 2024
Term loan agreements	$347,375	$348,250
Revolving credit facility	—	—
Total long-term debt	347,375	348,250
Less: current portion of long-term debt	(7,438)	(6,125)
Less: debt issuance costs	(474)	(534)
Less: debt original issuance discount	(11,974)	(13,481)
Total long-term debt, net of current portion	$327,489	$328,110

Interest expense, net for the Company’s debt arrangements, excluding the amortization of debt issuance costs, debt original issuance discount and fees, was $9.4 million and $7.3 million for the three periods ended June 29, 2025 and the three months ended June 30, 2024, respectively, and $18.3 million and $9.3 million for the six periods ended June 29, 2025 and the six months ended June 30, 2024, respectively. Capitalized interest was $0.3 million and $0.9 million for the three and six periods ended June 29, 2025, respectively. Capitalized interest was $0.6 million and $0.9 million for the three and six months ended June 30, 2024, respectively.

As of June 29, 2025, the Company had $6.4 million in standby letters of credit outstanding for certain restaurants and $33.6 million available in its revolving credit facility, subject to certain conditions.

Credit and Guarantee Agreement

In connection with the Benihana Acquisition, 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”), up to $10.0 million of which will be available in the form of letters of credit. On May 1, 2024, the Company borrowed $350.0 million under the Term Loan Facility and the Revolving Facility was and remains undrawn.

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.

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 29, 2025 was 10.79%.

As of June 29, 2025, the Company had $0.5 million of debt issuance costs and $12.0 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 $1.3 million of debt original issuance discount recorded in Other Assets on the condensed consolidated balance sheets.

Debt Extinguishment

On October 4, 2019, the Company entered into a credit agreement with Goldman Sachs, which was replaced with the Credit Agreement described above on May 1, 2024. The Goldman Sachs credit agreement provided for a secured revolving credit facility of $12.0 million, a $25.0 million term loan and a $50.0 million delayed draw term loan. On May 1, 2024, the outstanding loan balance was repaid and the unamortized debt issuance costs of $1.7 million and fees incurred of $2.4 million were recognized as a loss on early debt extinguishment on the condensed consolidated statements of operations.

Note 7 – 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. There wereno long-lived assets measured at fair value as of June 29, 2025.

The Company’s long-term debt, including the current portion, is carried at cost on the condensed consolidated balance sheets. Fair value of long-term debt, including the current portion, is valued using Level 2 inputs including current applicable rates for similar instruments and approximates the carrying value of such obligations.

The Company’s purchase price allocations for the Benihana Acquisition were measured at fair value on a nonrecurring basis primarily using Level 3 inputs.

Note 8 – Income Taxes

For the six periods ended June 29, 2025, the Company has computed its interim tax provision using the estimated annual effective tax rate method. For the six months ended June 30, 2024, the Company elected to compute its interim tax provision using the actual year-to-date effective tax rate method as small changes in projected income could have produced large variations in the Company’s estimated annual effective tax rate. The Company recorded a tax expense of $1.0 million for the six periods ended June 29, 2025 compared to an income tax benefit of $3.7 million for the six months ended June 30, 2024.

The Company’s effective income tax rate was (11.3)% for the six periods ended June 29, 2025 compared to 27.1% for the six months ended June 30, 2024. 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; and (iv) the tax effect of non-deductible compensation. Transaction costs associated with the Benihana Acquisition also caused a difference from the Company’s effective tax rate and the statutory U.S. tax rate for the six months ended June 30, 2024. The income tax amounts recorded for the six periods ended June 29, 2025 and the six months ended June 30, 2024 included the discrete period tax benefits resulting from the vesting of restricted stock units.

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 9 – 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):

· · · · · ·
· June 29, · · December 31,
	2025	2024
Deferred license revenue (1)	$133	$204
Deferred gift card and gift certificate revenue (2)	$3,856	$5,984
Advanced party deposits (2)	$181	$556
Friends with Benefits rewards program (3)	$236	$201

(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):

· · · · · ·
· June 29, · June 30,
	2025	2024
Revenue recognized from deferred license revenue	$88	$23
Revenue recognized from deferred gift card revenue	$2,188	$895
Revenue recognized from advanced party deposits	$509	$361

The estimated deferred license revenue to be recognized in the future related to performance obligations that are unsatisfied as of June 29, 2025 were as follows for each year ending (in thousands):


2025, six periods remaining			$16
2026			25
2027			22
2028			22
2029			16
Thereafter			32
Total future estimated deferred license revenue			$133

Note 10 – Leases

The components of lease expense for the six periods ended June 29, 2025 and the six months ended June 30, 2024 are as follows (in thousands):


· · June 29, · June 30,
· · 2025 · 2024
Lease cost
Operating lease cost	$23,405	$13,739
Finance lease cost
Amortization of ROU assets	108	108
Interest on lease liabilities	47	36
Total finance lease cost	155	144
Variable lease cost (1)	10,024	7,561
Short-term lease cost	1,927	922
Total lease cost	$35,511	$22,366

Weighted average remaining lease term
Operating leases	13 years	13 years
Finance leases	3 years	3 years
Weighted average discount rate
Operating leases	10.36%	10.30%
Finance leases	11.14%	9.17%

(1)	Variable lease cost is comprised of percentage rent and common area maintenance.

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


· June 29, · December 31,
· · 2025 · · 2024
Finance lease right-of-use assets (1)	$639	$849
Current portion of finance lease liabilities (1)	173	189
Long-term portion of finance lease liabilities (1)	563	754

(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.


· · June 29, · · June 30,
· · 2025 · · 2024
Cash paid for amounts included in the measurement of lease liabilities: · · · · ·
Operating cash flows from operating leases	$22,003	$12,738
Operating cash flows from finance leases	$108	$108
Financing cash flows from finance leases	$136	$112
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$864	$3,081
Finance leases	$—	$—

The Company has entered intoten operating leases for future restaurants that have not commenced as of June 29, 2025. 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 $22.2 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 June 29, 2025, maturities of the Company’s operating lease liabilities are as follows (in thousands):


2025, six periods remaining			$16,955
2026			42,123
2027			44,692
2028			44,831
2029			45,128
Thereafter			392,224
Total lease payments			585,953
Less: imputed interest			(283,370)
Present value of operating lease liabilities			$302,583

As of June 29, 2025, maturities of the Company’s finance lease liabilities are as follows (in thousands):


2025, six periods remaining			$176
2026			240
2027			240
2028			220
Total lease payments			876
Less: imputed interest			(140)
Present value of finance lease liabilities			$736

Note 11 – Earnings Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the period and income available to common stockholders. Diluted earnings per share is computed using the weighted average number of common shares outstanding during the period plus 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 29, 2025 and the three and six months ended June 30, 2024, 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 29, · For the three months ended June 30, · For the six periods ended June 29, · · For the six months ended June 30,
· 2025 · 2024 · 2025 · 2024
Net loss attributable to The ONE Group Hospitality, Inc.	$(10,104)	$(7,342)	$(9,129)	$(9,411)
Series A Preferred Stock paid-in-kind dividend and accretion	(8,137)	(4,538)	(15,728)	(4,538)
Net loss available to common stockholders	(18,241)	(11,880)	(24,857)	(13,949)

Basic weighted average shares outstanding	30,935,737	31,424,938	30,989,839	31,376,951
Dilutive effect of stock options, warrants and restricted share units	—	—	—	—
Diluted weighted average shares outstanding	30,935,737	31,424,938	30,989,839	31,376,951

Basic net loss per common share	$(0.59)	$(0.38)	$(0.80)	$(0.44)
Diluted net loss per common share	$(0.59)	$(0.38)	$(0.80)	$(0.44)

For the three periods ended June 29, 2025 and the three months ended June 30, 2024,3.6 million and 2.6 million, respectively, ofstock options, warrants andrestricted 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 29, 2025 and the six months ended June 30, 2024, respectively,3.5 million and 1.9 million ofstock options, warrants andrestricted share units were anti-dilutive.

Note 12 – 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 29, 2025, the Company recorded paid-in-kind dividends and accretion of the Series A Preferred Stock of $8.1 million and $15.7 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 of 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 13 – Stockholder’s 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. There wereno shares of preferred stock that were issued or outstanding at June 29, 2025 or December 31, 2024, other than the Series A Preferred Stock discussed above.

Common Stock

The issuance of a dividend is dependent on a variety of factors, including but not limited to, available cash and the overall financial condition of the Company. The issuance of a dividend is also subject to legal restrictions and the terms of the Company’s credit agreement. The Company didnot issue dividends related to its common stock in the six periods ended June 29, 2025 and the six months ended June 30, 2024, 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 paid an aggregate consideration of $0.6 million and $0.9 million, respectively, for the repurchases of 0.2 million and 0.3 million shares, respectively. During the three and six months ended June 30, 2024, the Company repurchased 0.2 million shares for $0.9 million. As of June 29, 2025, the Company had repurchased 3,320,498 shares for $19.1 million under the repurchase program.

Warrants

In connection with the Benihana Acquisition, 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 29, 2025 and December 31, 2024.

· · · · · · · · · · · · ·
· · · · · · Warrants · · Exercise · · Shares available for purchase
Issuance date	Holder of warrants	Expiration date	Issued	Price	June 29, 2025	December 31, 2024
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 14 – Stock-Based Compensation and Warrants

Stock-Based Compensation

As of June 29, 2025, the Company had 1,921,834 shares available for issuance under the Company’s 2019 Equity Incentive Plan (the “2019 Equity Plan”).

Stock-based compensation cost was $1.5 million and $1.5 million for the three periods ended June 29, 2025 and the three months ended June 30, 2024, respectively, and $3.1 million and $2.9 million for the six periods ended June 29, 2025 and the six months ended June 30, 2024, 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 stock granted to directors for the three and six periods ended June 29, 2025, respectively, compared to $0.2 million and $0.3 million for the three and six months ended June 30, 2024, 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 29, 2025 included $0.2 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 $0.4 million for the three and six months ended June 30, 2024, respectively.

Stock Option Activity

Stock options in the table below include both time-based and market condition-based awards. Changes in stock options during the six periods ended June 29, 2025 were as follows:

· · · · · · · · · ·
· · · · · · Weighted · · ·
		Weighted		average	Intrinsic
		average exercise		remaining	value
· Shares · price · contractual life · (thousands)
Outstanding at December 31, 2024	838,284	$3.11		4.72 years	$567
Granted	—		—
Exercised	—		—
Cancelled, expired or forfeited	(9,356)		5.73
Outstanding at June 29, 2025	828,928	$3.08		4.18 years	$1,279
Exercisable at June 29, 2025	828,928	$3.08		4.18 years	$1,279

A summary of the status of the Company’s non-vested stock options during the six periods ended June 29, 2025 is presented below:

· · · · ·
			Weighted
			average exercise
		Shares	price
Non-vested stock options at December 31, 2024	259,342		$5.73
Granted	—		—
Vested	(249,986)		5.73
Cancelled, expired or forfeited	(9,356)		5.73
Outstanding at June 29, 2025	—		$—

The fair value of options that vested in the six periods ended June 29, 2025 was $0.9 million. As of June 29, 2025, there isno unrecognized compensation cost related to non-vested awards.

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 29, 2025 is presented below:

· · · · ·
· · · · Weighted average
· Shares · grant date fair value
Non-vested RSUs at December 31, 2024	973,100	$6.66
Granted	718,689	2.98
Vested	(214,644)	7.75
Cancelled, expired or forfeited	(51,863)	4.62
Non-vested RSUs at June 29, 2025	1,425,282	$4.71

As of June 29, 2025, the Company had approximately $4.6 million of unrecognized compensation costs related to RSUs, which will be recognized over a weighted average period of 1.9 years.

Performance Stock Unit Activity

The Company issues performance stock units (“PSUs”) under the 2019 Equity Plan. PSUs in the table below includes both time based and market condition-based awards and are valued using the Monte Carlo Simulation.

A summary of the status of PSUs and changes during the six periods ended June 29, 2025 is presented below:

· · · · ·
· · · · Weighted average
· Shares · grant date fair value
Non-vested PSUs at December 31, 2024	473,166	$5.63
Granted	118,367	2.49
Vested	—	—
Cancelled, expired or forfeited	—	—
Non-vested PSUs at June 29, 2025	591,533	$5.00

As of June 29, 2025, the Company had $1.4 million of unrecognized compensation costs related to PSUs, which will be recognized over a weighted average period of 1.6 years.

Note 15 – 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 locations, as well as franchise revenue from the Benihana brand.

●	Grill Concepts. The Grill Concepts segment consists of the results of operations of Kona Grill and RA Sushi restaurant locations.

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 by reportable 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 29, 2025 and the three and six months ended June 30, 2024 for each segment is provided below (in thousands).


	STK		Benihana		Grill Concepts		Other(1)		Total
For the three periods ended June 29, 2025
Owned restaurant net revenue		$51,319		$115,400		$37,020		$168		$203,907
Owned restaurant cost of sales		(12,337)		(22,832)		(8,019)		(2)		(43,190)
Owned restaurant operating expenses		(30,726)		(71,796)		(26,807)		(164)		(129,493)
Restaurant operating profit		8,256		20,772		2,194		2		31,224
Management, license, franchise and incentive fee revenue		2,844		553		—		75		3,472
General and administrative expenses										(10,192)
Stock based compensation										(1,470)
Depreciation and amortization										(10,870)
Transition and integration expenses										(3,949)
Pre-opening expenses										(1,579)
Transaction and exit costs										(61)
Lease termination and exit expenses										(5,635)
Other expenses										(278)
Interest expense, net of interest income										(10,295)
Loss before benefit for income taxes										(9,633)

Reconciliation of total revenues
Owned restaurant net revenues										203,907
Management, license, franchise, and incentive fee revenue										3,472
Total revenues										$207,379


· · STK · Benihana · Grill Concepts · Other(1) · Total
For the three months ended June 30, 2024
Owned restaurant net revenue	$49,690	$77,885	$41,303	$143	$169,021
Owned restaurant cost of sales	(11,867)	(15,254)	(8,755)	(1)	(35,877)
Owned restaurant operating expenses	(28,708)	(46,466)	(28,569)	(29)	(103,772)
Restaurant operating profit	9,115	16,165	3,979	113	29,372
Management, license, franchise and incentive fee revenue	2,960	421	—	92	3,473
General and administrative expenses					(9,139)
Stock based compensation					(1,495)
Depreciation and amortization					(8,025)
Pre-opening expenses					(2,516)
Transition and integration expenses					(3,794)
Transaction and exit costs					(6,519)
Lease termination and exit expenses					(307)
Interest expense, net of interest income					(7,865)
Loss on early debt extinguishment					(4,149)
Loss before benefit for income taxes					(10,964)

Reconciliation of total revenues
Owned restaurant net revenue					169,021
Management, license, franchise and incentive fee revenue					3,473
Total revenues					$172,494


	STK		Benihana		Grill Concepts		Other(1)		Total
For the six periods ended June 29, 2025
Owned restaurant net revenue		$106,185		$230,741		$74,106		$273		$411,305
Owned restaurant cost of sales		(25,446)		(44,928)		(15,931)		(5)		(86,310)
Owned restaurant operating expenses		(62,347)		(142,155)		(53,556)		(210)		(258,268)
Restaurant operating profit		18,392		43,658		4,619		58		66,727
Management, license, franchise and incentive fee revenue		6,037		1,022		—		144		7,203
General and administrative expenses										(21,651)
Stock based compensation										(3,102)
Depreciation and amortization										(20,699)
Transition and integration expenses										(7,668)
Pre-opening expenses										(3,260)
Transaction and exit costs										(130)
Lease termination and exit expenses										(5,706)
Other expenses										(323)
Interest expense, net of interest income										(20,117)
Loss before benefit for income taxes										(8,726)

Reconciliation of total revenues
Owned restaurant net revenues										411,305
Management, license, franchise, and incentive fee revenue										7,203
Total revenues										$418,508


· · STK · Benihana · Grill Concepts · Other(1) · Total
For the six months ended June 30, 2024
Owned restaurant net revenue	$101,046	$77,885	$71,452	$146	$250,529
Owned restaurant cost of sales	(24,220)	(15,254)	(15,110)	(7)	(54,591)
Owned restaurant operating expenses	(56,604)	(46,466)	(50,302)	(38)	(153,410)
Restaurant operating profit	20,222	16,165	6,040	101	42,528
Management, license, franchise and incentive fee revenue	6,356	421	—	183	6,960
General and administrative expenses					(15,315)
Stock based compensation					(2,853)
Depreciation and amortization					(13,285)
Pre-opening expenses					(5,430)
Transition and integration expenses					(3,794)
Transaction and exit costs					(7,878)
Lease termination and exit expenses					(471)
Other expenses					(32)
Interest expense, net of interest income					(9,943)
Loss on early debt extinguishment					(4,149)
Loss before benefit for income taxes					(13,662)

Reconciliation of total revenues
Owned restaurant net revenue					250,529
Management, license, franchise and incentive fee revenue					6,960
Total revenues					$257,489

(1) Other 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 concept, and revenue generated from gift card programs.

Note 16 – Geographic Information

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

· · · · · · · · · · · ·
	For the three periods ended June 29,	For the three months ended June 30,	For the six periods ended June 29,	For the six months ended June 30,
· 2025 · 2024 · 2025 · 2024
Domestic revenues	$206,803	$171,622	$417,028	$255,813
International revenues	576	872	1,480	1,676
Total revenues	$207,379	$172,494	$418,508	$257,489

· · · · · ·
	June 29,	December 31,
	2025	2024
Domestic long-lived assets	$891,492	$889,126
International long-lived assets	1,477	1,628
Total long-lived assets	$892,969	$890,754

Note 17 – 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.

Note 18 – Subsequent Events

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), was enacted, which includes a broad range of tax reform provisions, including changes to bonus depreciation and interest expense, among others. Any impact as a result of a change in tax law is recorded in the period of enactment. The Company is currently evaluating the impact of the OBBBA on its condensed consolidated financial statements.

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