Form 8-K

8-K — ONE Group Hospitality, Inc.

Accession: 0001104659-26-091169

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001399520

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — stks-20260805x8k.htm (Primary)

EX-99.1 (stks-20260805xex99d1.htm)

GRAPHIC (stks-20260805xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: stks-20260805x8k.htm · Sequence: 1

ONE GROUP HOSPITALITY, INC._August 5, 2026

0001399520false00013995202026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

THE ONE GROUP HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37379

14-1961545

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

1624 Market Street, Suite 311

Denver, Colorado 80202

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (646) 624-2400

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock

STKS

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Conditions.

On August 5, 2026, The ONE Group Hospitality, Inc. issued a press release announcing financial results for the second quarter ended June 28, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished or filed, as applicable, herewith:

99.1Press Release dated August 5, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 5, 2026

THE ONE GROUP HOSPITALITY, INC.

By:

/s/ Nicole Thaung

Name:

Nicole Thaung

Title:

Chief Financial Officer

EX-99.1

Filename: stks-20260805xex99d1.htm · Sequence: 2

Exhibit 99.1

The ONE Group Reports Second Quarter 2026 Financial Results

Positive Comparable Sales, Positive Transactions Across All Business Segments

Capital Expenditures, Net of Tenant Improvement Allowances, Reduced 38% Year-Over-Year as Company Prioritizes Capital-Efficient Growth and Free Cash Flow Generation

Denver, CO – (BUSINESS WIRE) – August 5, 2026 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the second quarter ended June 28, 2026.

Highlights for the second quarter 2026 compared to the same quarter in 2025 are as follows:

● Total GAAP revenues decreased 3.3% to $200.5 million from $207.4 million, due to the impact of permanent and temporary restaurant closures

● Consolidated comparable sales* increased 0.9%

● GAAP operating income increased to $6.6 million from $0.7 million

● Restaurant operating profit** increased by 110 basis points to 16.4% of owned restaurant net revenue from 15.3%

● Year-to-date net cash provided by operating activities improved $21.7 million to $33.0 million from $11.3 million

“Our second quarter results underscore the momentum we are building across the portfolio, driven by the continued strength of our Vibe Dining brands. Consolidated comparable sales were positive, with positive transaction growth across all segments. STK posted a strong comparable sales performance of 3.2%. We completed the relocation of our STK Downtown New York restaurant from Little West 12th to 15th Street, with the restaurant having been closed for most of the second quarter due to the transition,” said Emanuel “Manny” Hilario, President and CEO of The ONE Group.

“Quarterly margin performance was strong, with the consolidated margin expanding 110 basis points to 16.4%. These results reflect the continued execution of our operational and strategic initiatives across the portfolio,” Hilario continued.

“We remain focused on capital-efficient growth and portfolio optimization. During the quarter, we signed a new development agreement for two licensed STK locations at a major U.S. airport. We are also very excited about the expansion of the Benihana Express brand, a small footprint, fast casual version of the Benihana that you crave. Both of these are great examples of our asset-light strategy in action, which continues to gain traction with additional openings planned for the second half of the year. With this approach, we will be able to reduce capital expenditures while sustaining our development pipeline, further strengthening our balance sheet. Going forward, we remain committed to disciplined capital allocation and operational excellence as the foundation for building long-term shareholder value,” Hilario concluded.

Grill Concepts Portfolio Optimization

● Temporarily closed three Kona Grill restaurants and two RA restaurants in January 2026 for conversion to Benihana or STK formats

● The conversion of the Riverton Kona Grill to Benihana was completed on July 31, 2026 and is now re-opened to the public

● The Kona Grill Baltimore conversion is expected to re-open as an STK in the third quarter

● Conversion economics: approximately $1.0 to $1.5 million, net build-out cost per conversion with a one-year payback

● Expected outcome: 100% profitable Grill portfolio with enhanced margins

Capital Efficiency Focus

● Significant reduction in discretionary capital expenditures to increase free cash flow to strengthen the balance sheet

● Prioritizing asset-light and conversion-driven growth with emphasis on franchising and licensing opportunities

● Targeting new company-owned openings averaging $1.5 million, net or less in build-out costs

Benihana Express Expansion

● Your Benihana fix on the go: a fast casual version of Benihana

● 800-1,000 square foot space with strong margins at a lower build-out cost

● One Company-owned restaurant open; one Company-owned restaurant under construction; one franchised restaurant in development

2026 Completed Restaurant Development

Restaurant

Location

Date

Owned Kona Grill (relocation)

San Antonio, Texas

January 2026

Converted franchised Benihana to owned

Monterey, California

February 2026

Converted franchised Benihana Express to owned

Miami, Florida

March 2026

Owned STK (new)

Phoenix, Arizona

June 2026

Owned STK (relocation)

New York, New York

July 2026

Owned Benihana (conversion of a Kona Grill)

Riverton, Utah

July 2026

2026 Remaining Restaurant Pipeline

Currently Under Construction (3 locations):

● Owned STK restaurant in Baltimore, Maryland (conversion of a temporarily closed Kona Grill restaurant)

● Owned Kona Grill Bistro in Baltimore, Maryland

● Owned Benihana Express restaurant in Denver, Colorado

Asset-Light Expansion Highlights:

● Franchised Benihana in the Florida Keys

● Licensed Benihana Express in the Florida Keys

● Two-venue agreement for licensed STKs in a major U.S. airport

● Licensed RA Sushi at Niagara Falls

Liquidity

As of June 28, 2026, the Company held $17.1 million in cash and short-term credit card receivables and had $28.7 million available under its revolving credit facility, or a total of $45.8 million in short term liquidity. Under the current conditions, the Company’s credit facility does not have any financial covenants.

2026 Financial Targets

The Company is introducing the following third quarter financial targets and updating its full year financial targets, reflecting the emphasis on expanding free cash flow through reduced capital expenditures, benefits of portfolio optimization, operational improvements, and continued Benihana integration synergies.

Financial Results and Other Select Data

US$s in millions

Q3 2026 Guidance

September 27, 2026

2026 Guidance

December 27, 2026

Total GAAP revenues

$176 to $180

$805 to $820

Consolidated comparable sales

0% to 2%

1% to 2%

Managed, license and franchise fee revenues

Approx. $3

Approx. $14

Total owned operating expenses as a percentage of owned restaurant net revenue

85% to 87%

Approx. 82%

Consolidated total G&A, excluding stock-based compensation

Approx. $12.5

Approx. $50

Consolidated Adjusted EBITDA(1)

$12 to $15

$95 to $105

Consolidated restaurant pre-opening expenses

$1 to $2

$6.5 to $7.5

(~$2 non-cash rent)

Consolidated interest expense, net of interest income

Approx. $10

$38 to $39

Consolidated effective income tax rate

10% to 20%

Consolidated total capital expenditures, net of allowances received from landlords

Approx. $30

Consolidated number of new system-wide venues

6 to 10 new venues

(1) We have not reconciled guidance for Consolidated Adjusted EBITDA to the corresponding GAAP financial measure because we do not provide guidance for the various reconciling items. We are unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted since these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measure are not available without unreasonable effort.

Conference Call and Webcast

Emanuel “Manny” Hilario, President and Chief Executive Officer, and Nicole Thaung, Chief Financial Officer, will host a conference call and webcast today at 4:30 PM Eastern Time.

The conference call can be accessed live over the phone by dialing 201-389-0908. A replay will be available after the call and can be accessed by dialing 412-317-6671; the passcode is 13760695. The replay will be available until Wednesday, August 19, 2026.

The webcast can be accessed from the Investor Relations tab of The ONE Group’s website at www.togrp.com under “News / Events.”

About The ONE Group

The ONE Group Hospitality, Inc. (Nasdaq: STKS) is an international restaurant company that develops and operates upscale and polished casual, high-energy restaurants and lounges and provides hospitality management services for hotels, casinos and other high-end venues both in the U.S. and internationally. The ONE Group is recognized as one of “America’s Greatest Companies” (Newsweek, 2025), and Benihana is honored as one of ”America’s Best Brands for Value” (Forbes, 2025). The ONE Group’s focus is to be the global leader in Vibe Dining, and its primary restaurant brands and operations are:

● STK, a modern twist on the American steakhouse concept with restaurants in major metropolitan cities in the U.S., Europe and the Middle East, featuring premium steaks, seafood and specialty cocktails in an energetic upscale atmosphere.

● Benihana, an interactive dining destination with highly skilled chefs preparing food right in front of guests and served in an energetic atmosphere alongside fresh sushi and innovative cocktails. The Company franchises Benihanas in the U.S., Caribbean, Central America, and South America.

● Samurai, an interactive dining experience located in sunny Miami, FL, provides a distinctive dining experience where skilled personal chefs masterfully perform the ancient art of teppanyaki right before your eyes.

● Kona Grill, a polished casual, bar-centric Grill concept with restaurants in the U.S., featuring American favorites, award-winning sushi, and specialty cocktails in an upscale casual atmosphere.

● Salt Water Social is your gateway to the seven seas, featuring an array of signature and unique fresh seafood items, complemented by the highest quality beef dishes and elegant, delicious cocktails.

● Benihana Express, a small footprint casual concept showcasing the best of Benihana but without teppanyaki tables or bar.

● RA, a Japanese fusion cuisine concept that offers a fun-filled, bar-forward, upbeat, and vibrant dining atmosphere with restaurants in the U.S. anchored by creative sushi, inventive drinks, and outstanding service.

● ONE Hospitality, The ONE Group’s food and beverage hospitality services business develops, manages and operates premier restaurants and turnkey food and beverage services within high-end hotels and casinos currently operating venues in the U.S. and Europe.

Additional information about The ONE Group can be found at www.togrp.com.

Non-GAAP Definitions

We have evolved our definition of non-GAAP financial measures starting in Q4 2025. We use certain non-GAAP measures in analyzing operating performance and believe that the presentation of these measures provides investors and analysts with information that is beneficial to gaining an understanding of the Company's financial results. Non-GAAP disclosures should not be viewed as a substitute for financial results determined in accordance with GAAP.

Reconciliations of these non-GAAP measures are included under “Reconciliation of Non-GAAP Measures” in this press release.

* Comparable sales represent total U.S. food and beverage sales at owned and managed units, a non-GAAP financial measure, opened for at least a full 24-months. This measure includes total revenue from our owned and managed locations. The Company monitors sales growth at its established restaurant base in addition to growth that results from restaurant acquisitions and new restaurant openings. Refer to the reconciliation of GAAP revenue to total food and beverage sales at owned and managed units in this press release.

** We define Restaurant operating profit as owned restaurant net revenue minus owned restaurant cost of sales and owned restaurant operating expenses. Restaurant operating profit has been presented in this press release and is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. Refer to the reconciliation of operating income to Restaurant operating profit in this press release.

Cautionary Statement on Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including with respect to portfolio optimization, restaurant openings, the impact of the Benihana acquisition and 2026 financial targets. Forward-looking statements may be identified by the use of words such as “target,” “intend,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements, including but not limited to: (1) our ability to integrate the new or acquired restaurants into our operations without disruptions to operations; (2) our ability to capture anticipated synergies; (3) our ability to open new restaurants and food and beverage locations in current and additional markets, grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain employees; (4) factors beyond our control that affect the number and timing of new restaurant openings, including weather conditions and factors under the control of landlords, contractors and regulatory and/or licensing authorities; (5) our ability to successfully improve performance and cost, realize the benefits of our marketing efforts and achieve improved results as we focus on developing new management and license deals; (6) changes in applicable laws or regulations; (7) the possibility that The ONE Group may be adversely affected by other economic, business, and/or competitive factors, including economic downturns; (8) the impact of actual and potential changes in immigration policies, including potential labor shortages; (9) the potential impact of the imposition of tariffs, including increases in food prices and inflation and any resulting negative impacts on the macro-economic environment; (10) the impact of international conflicts on macroeconomic conditions; (11) risks related to our development and franchise partners; and (12) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed for the year ended December 28, 2025 and Quarterly Reports on Form 10-Q.

Investors are referred to the most recent reports filed with the Securities and Exchange Commission by The ONE Group Hospitality, Inc. Investors are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Investors:

ICR

Michelle Michalski or Raphael Gross

(646) 277-1224

Michelle.Michalski@icrinc.com

Media:

ICR

Seth Grugle

(646) 277-1272

seth.grugle@icrinc.com

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

For the three periods ended June 28,

For the three periods ended June 29,

For the six periods ended June 28,

For the six periods ended June 29,

2026

2025

2026

2025

Revenues:

Owned restaurant net revenue

197,284

203,907

406,576

411,305

Management, license, franchise and incentive fee revenue

3,193

3,472

6,717

7,203

Total revenues

200,477

207,379

413,293

418,508

Cost and expenses:

Owned operating expenses:

Owned restaurant cost of sales

38,544

43,190

79,078

86,310

Owned restaurant operating expenses

126,317

129,493

255,353

258,268

Total owned operating expenses

164,861

172,683

334,431

344,578

General and administrative (including stock-based compensation of $1,137 and $2,271 for the three and six periods ended June 28, 2026, respectively, and $1,470 and $3,102 for the three and six periods ended June 29, 2025, respectively)

14,008

11,662

29,030

24,753

Depreciation and amortization

11,020

10,870

21,425

20,699

Lease termination and restaurant closure expenses

919

5,635

2,884

5,706

Pre-opening expenses

2,859

1,579

4,330

3,260

Transition and integration expenses

193

3,949

659

7,668

Transaction costs

130

Other expenses

278

323

Total costs and expenses

193,920

206,717

392,839

407,117

Operating income

6,557

662

20,454

11,391

Other expenses, net:

Interest expense, net of interest income

9,623

10,295

19,369

20,117

Total other expenses, net

9,623

10,295

19,369

20,117

(Loss) income before (benefit) provision for income taxes

(3,066)

(9,633)

1,085

(8,726)

(Benefit) provision for income taxes

(716)

699

446

984

Net (loss) income

(2,350)

(10,332)

639

(9,710)

Less: net loss attributable to noncontrolling interest

(228)

(441)

(581)

Net (loss) income attributable to The ONE Group Hospitality, Inc.

(2,122)

(10,104)

1,080

(9,129)

Series A Preferred Stock paid-in-kind dividend and accretion

(9,856)

(8,137)

(19,251)

(15,728)

Net loss available to common stockholders

(11,978)

(18,241)

(18,171)

(24,857)

The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated. Certain percentage amounts may not sum to total due to rounding.

For the three periods ended June 28,

For the three periods ended June 29,

For the six periods ended June 28,

For the six periods ended June 29,

2026

2025

2026

2025

Revenues:

Owned restaurant net revenue

98.4%

98.3%

98.4%

98.3%

Management, license, franchise and incentive fee revenue

1.6%

1.7%

1.6%

1.7%

Total revenues

100.0%

Cost and expenses:

Owned operating expenses:

Owned restaurant cost of sales (1)(2)

19.5%

21.2%

19.4%

21.0%

Owned restaurant operating expenses (1)

64.0%

63.5%

62.8%

Total owned operating expenses (1)

83.6%

84.7%

82.3%

83.8%

General and administrative (including stock-based compensation of 0.6% and 0.5% for the three and six periods ended June 28, 2026, respectively, and 0.7% for the three and six periods ended June 29, 2025, respectively)

7.0%

5.6%

7.0%

5.9%

Depreciation and amortization

5.5%

5.2%

4.9%

Lease termination and restaurant closure expenses

0.5%

2.7%

0.7%

1.4%

Pre-opening expenses

1.4%

0.8%

1.0%

0.8%

Transition and integration expenses

0.1%

1.9%

0.2%

1.8%

Transaction costs

0.0%

Other expenses

0.0%

0.1%

0.0%

0.1%

Total costs and expenses

96.7%

99.7%

95.1%

97.3%

Operating income

3.3%

0.3%

4.9%

2.7%

Other expenses, net:

Interest expense, net of interest income

4.8%

5.0%

4.7%

4.8%

Total other expenses, net

4.8%

5.0%

4.7%

4.8%

(Loss) income before (benefit) provision for income taxes

(1.5)%

(4.6)%

0.3%

(2.1)%

(Benefit) provision for income taxes

(0.4)%

0.3%

0.1%

0.2%

Net (loss) income

(1.2)%

(5.0)%

0.2%

(2.3)%

Less: net loss attributable to noncontrolling interest

(0.1)%

Net (loss) income attributable to The ONE Group Hospitality, Inc.

(1.1)%

(4.9)%

0.3%

(2.2)%

(1) These expenses are being shown as a percentage of owned restaurant net revenue.

(2) Owned restaurant cost of sales as a percent of owned restaurant net revenue has improved year over year since the acquisition of Benihana in 2024, as noted in the table below.

For the six periods ended June 28,

For the year ended December 28,

For the year ended December 31,

2026

2025

2024

Owned restaurant cost of sales

19.4%

20.7%

21.1%

THE ONE GROUP HOSPITALITY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share information)

June 28,

December 28,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

6,363

4,168

Credit card receivable

10,742

19,480

Restricted cash and cash equivalents

499

Accounts receivable

12,169

15,389

Inventory

9,613

9,839

Other current assets

7,714

7,521

Total current assets

47,100

56,896

Property and equipment, net

283,166

278,195

Operating lease right-of-use assets

259,513

253,228

Goodwill

155,783

Intangibles, net

128,941

128,988

Other assets

8,513

8,852

Security deposits

2,287

2,254

Total assets

885,303

884,196

LIABILITIES, SERIES A PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

36,635

36,633

Accrued payroll expenses

18,287

19,286

Accrued expenses

38,492

46,356

Current portion of operating lease liabilities

14,007

13,803

Deferred gift card revenue and other

5,488

6,819

Current portion of long-term debt

9,408

9,302

Other current liabilities

1,997

1,017

Total current liabilities

124,314

133,216

Long-term debt, net of current portion, unamortized discount and debt issuance costs

329,018

334,013

Operating lease liabilities, net of current portion

306,261

293,985

Other long-term liabilities

6,473

6,319

Deferred tax liabilities, net

5,187

Total liabilities

771,253

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 June 28, 2026 and December 28, 2025

210,554

191,303

Stockholders’ deficit:

Common stock, $0.0001 par value, 75,000,000 shares authorized; 34,978,920 issued and 31,684,868 outstanding at June 28, 2026 and 34,520,226 issued and 31,242,344 outstanding at December 28, 2025

Preferred stock, other than Series A preferred stock, $0.0001 par value, 9,840,000 shares authorized; no shares issued and outstanding at June 28, 2026 and December 28, 2025

—

Treasury stock, at cost, 3,402,881 shares at June 28, 2026 and December 28, 2025

(19,308)

Additional paid-in capital

22,423

39,712

Accumulated deficit

(92,136)

(93,216)

Accumulated other comprehensive loss

(3,056)

(3,029)

Total stockholders’ deficit

(92,074)

(75,838)

Noncontrolling interests

(4,430)

(3,989)

Total deficit

(96,504)

(79,827)

Total liabilities, Series A preferred stock and stockholders' deficit

885,303

884,196

Reconciliation of Non-GAAP Measures

We prepare our financial statements in accordance with generally accepted accounting principles (GAAP). In this press release, we also make references to the following non-GAAP financial measures: total food and beverage sales at owned and managed units, Adjusted EBITDA, Restaurant operating profit and Restaurant EBITDA.

Total food and beverage sales at owned and managed units. Total food and beverage sales at owned and managed units represents our total revenue from our owned operations as well as the revenue reported to us with respect to sales at our managed locations, where we earn management and incentive fees. We believe that this measure represents a useful internal measure of performance as it identifies total sales associated with our brands and hospitality services that we provide. Accordingly, we include this non-GAAP measure so that investors can review financial data that management uses in evaluating performance, and we believe that it will assist the investment community in assessing performance of restaurants and other services we operate, whether or not the operation is owned by us. However, because this measure is not determined in accordance with GAAP, it is susceptible to varying calculations and not all companies calculate these measures in the same manner. As a result, this measure as presented may not be directly comparable to a similarly titled measure presented by other companies. This non-GAAP measure is presented as supplemental information and not as an alternative to any GAAP measurements. The following table includes a reconciliation of our GAAP revenue to total food and beverage sales at our owned and managed units (in thousands):

For the three periods ended June 28,

For the three periods ended June 29,

For the six periods ended June 28,

For the six periods ended June 29,

2026

2025

2026

2025

(unaudited)

Owned restaurant net revenue (1)

197,284

203,907

406,576

411,305

Management, license and incentive fee revenue

3,193

3,472

6,717

7,203

GAAP revenues

200,477

207,379

413,293

418,508

Food and beverage sales from managed units (1)

28,913

31,180

60,122

64,984

Total food and beverage sales at owned and managed units

226,197

235,087

466,698

476,289

(1) Components of total food and beverage sales at owned and managed units

The following table presents a reconciliation of Owned restaurant net revenue for the six periods ended June 28, 2026 to the six periods ended June 29, 2025 (in thousands):

Owned restaurant net revenue for the six periods ended June 29, 2025

411,305

Decrease in sales for Grill Concepts restaurants closed(1)

(15,539)

Decrease in sales due to the elimination of auto-gratuities(2)

(2,631)

Increase in sales due to fiscal calendar shift(3)

8,291

Other changes in sales(4)

5,150

Owned restaurant net revenue for the six periods ended June 28, 2026

406,576

(1) Grill Concepts restaurants closed are comprised of Owned restaurant net revenue from Grill Concepts closed prior to June 28, 2026.

(2) The elimination of auto-gratuities has no impact on net income attributable to The ONE Group Hospitality, Inc. or Adjusted EBITDA attributable to The ONE Group Hospitality, Inc. as the associated expense in Owned restaurant operating expenses was also eliminated.

(3) On January 1, 2025, the Company transitioned from a calendar-based fiscal year to a 52/53-week fiscal year. The Company’s first six periods of 2026 was the 182-day period of December 29, 2025 through June 28, 2026 compared to the first six periods of 2025 which was the 180-day period of January 1, 2025 through June 29, 2025. The first six periods of 2026 included New Year’s Eve while the first six periods of 2025 did not include New Year’s Eve.

(4) Other changes in sales is comprised of sales generated by new restaurant openings and the change in same store sales of 0.3%.

The following table presents the elements of the quarterly and annual Same Store Sales measure for 2025 and 2026:

2025 vs. 2024

2026 vs. 2025

YTD

US STK Owned Restaurants

(2.3)%

(4.9)%

(6.2)%

(0.7)%

(3.4)%

(0.1)%

2.5%

1.1%

US STK Managed Restaurants

(12.7)%

(9.5)%

(4.7)%

4.2%

(4.6)%

8.1%

6.4%

7.3%

US STK Total Restaurants

(3.6)%

(6.0)%

(5.8)%

0.3%

(3.7)%

1.4%

3.2%

2.2%

Benihana Owned Restaurants

0.7%

0.4%

(4.0)%

(0.4)%

(0.8)%

—%

0.8%

0.4%

Grill Concepts Owned Restaurants

(13.7)%

(14.6)%

(11.8)%

(9.4)%

(12.5)%

(5.3)%

(2.9)%

(4.1)%

Combined Same Store Sales

(3.2)%

(4.1)%

(5.9)%

(1.8)%

(3.7)%

(0.3)%

0.9%

0.3%

Adjusted EBITDA. We define Adjusted EBITDA as net (loss) income before interest expense, provision for income taxes, depreciation and amortization, stock-based compensation, lease termination and restaurant closure expenses, transition and integration expenses, transaction costs, non-cash rent, non-cash impairment loss, non-recurring gains and losses, certain transactional and exit costs, and loss on early debt extinguishment. Not all the aforementioned items defining Adjusted EBITDA occur in each reporting period but have been included in our definitions of terms based on our historical activity. Adjusted EBITDA has been presented in this press release and is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP.

The following table presents a reconciliation of net loss to EBITDA and Adjusted EBITDA for the periods indicated (in thousands):

For the three periods ended June 28,

For the three periods ended June 29,

For the six periods ended June 28,

For the six periods ended June 29,

2026

2025

2026

2025

Net (loss) income attributable to The ONE Group Hospitality, Inc.

(2,122)

(10,104)

1,080

(9,129)

Net loss attributable to noncontrolling interest

(228)

(441)

(581)

Net (loss) income

(2,350)

(10,332)

639

(9,710)

Interest expense, net

9,623

10,295

19,369

20,117

(Benefit) provision for income taxes

(716)

699

446

984

Depreciation and amortization

11,020

10,870

21,425

20,699

EBITDA

17,577

11,532

41,879

32,090

Stock-based compensation

1,137

1,470

2,271

3,102

Lease termination and restaurant closure expenses(1)

919

5,635

2,884

5,706

Transition and integration expenses

193

3,949

659

7,668

Transaction costs

130

Non-cash rent(2)

1,091

280

1,530

(857)

Other expenses

278

323

Adjusted EBITDA

20,977

23,205

49,303

48,162

Adjusted EBITDA attributable to noncontrolling interest

(120)

(156)

(402)

(396)

Adjusted EBITDA attributable to The ONE Group Hospitality, Inc.

21,097

23,361

49,705

48,558

(1) Lease termination and restaurant closure expenses are costs associated with closed locations.

(2) Non-cash rent expense is included in owned restaurant operating expenses, pre-opening expenses and general and administrative expense on the condensed consolidated statements of operations.

Restaurant operating profit and Restaurant EBITDA. We define Restaurant operating profit as owned restaurant net revenue minus owned restaurant cost of sales and owned restaurant operating expenses. We define Restaurant EBITDA as Restaurant operating profit minus non-cash rent.

We believe Restaurant operating profit and Restaurant EBITDA are an important component of financial results because: (i) they are widely used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency, and performance, and (ii) we use Restaurant operating profit and Restaurant EBITDA as key metrics to evaluate our restaurant financial performance compared to our competitors. We use these metrics to facilitate a comparison of our operating performance on a consistent basis from period to period, to analyze the factors and trends affecting our business and to evaluate the performance of our restaurants.

The following table presents a reconciliation of Operating income to Restaurant operating profit and Restaurant EBITDA for the periods indicated (in thousands):

For the three periods ended June 28,

For the three periods ended June 29,

For the six periods ended June 28,

For the six periods ended June 29,

2026

2025

2026

2025

Operating income as reported

6,557

662

20,454

11,391

Management, license and incentive fee revenue

(3,193)

(3,472)

(6,717)

(7,203)

General and administrative

14,008

11,662

29,030

24,753

Depreciation and amortization

11,020

10,870

21,425

20,699

Lease termination and restaurant closure expenses

919

5,635

2,884

5,706

Pre-opening expenses

2,859

1,579

4,330

3,260

Transition and integration expenses

193

3,949

659

7,668

Transaction costs

130

Other expenses

278

323

Restaurant operating profit

32,423

31,224

72,145

66,727

Restaurant operating profit as a percentage of owned restaurant net revenue

16.4%

15.3%

17.7%

16.2%

Non-cash rent

(114)

700

(218)

(852)

Restaurant EBITDA

32,309

31,924

71,927

65,875

Restaurant EBITDA as a percentage of owned restaurant net revenue

16.4%

15.7%

17.7%

16.0%

Restaurant operating profit by brand is as follows (in thousands):

For the three periods ended June 28,

For the three periods ended June 29,

For the six periods ended June 28,

For the six periods ended June 29,

2026

2025

2026

2025

STK restaurant operating profit (Company owned)

9,247

8,256

22,220

18,392

STK restaurant operating profit (Company owned) as a percentage of STK revenue (Company owned)

17.4%

16.1%

19.5%

17.3%

Benihana restaurant operating profit (Company owned)

21,874

20,772

47,261

43,658

Benihana restaurant operating profit (Company owned) as a percentage of Benihana revenue (Company owned)

18.9%

18.0%

20.0%

18.9%

Core Grill Concepts restaurant operating profit

1,315

2,580

2,973

5,634

Core Grill Concepts restaurant operating profit as a percentage of Core Grill Concepts revenue

4.9%

9.1%

5.6%

10.2%

Restaurant EBITDA by brand is as follows (in thousands):

For the three periods ended June 28,

For the three periods ended June 29,

For the six periods ended June 28,

For the six periods ended June 29,

2026

2025

2026

2025

STK restaurant EBITDA (Company owned)

8,848

8,148

21,359

17,843

STK restaurant EBITDA (Company owned) as a percentage of STK revenue (Company owned)

16.6%

15.9%

18.7%

16.8%

Benihana restaurant EBITDA (Company owned)

22,224

21,308

47,979

44,479

Benihana restaurant EBITDA (Company owned) as a percentage of Benihana revenue (Company owned)

19.2%

18.5%

20.3%

19.3%

Core Grill Concepts restaurant EBITDA

1,213

2,980

2,821

4,616

Core Grill Concepts restaurant EBITDA as a percentage of Core Grill Concepts revenue

4.5%

10.6%

5.3%

8.3%

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