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What changed in ONE Group Hospitality, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ONE Group Hospitality, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+224 added−213 removedSource: 10-K (2026-03-19) vs 10-K (2025-03-10)

Top changes in ONE Group Hospitality, Inc.'s 2025 10-K

224 paragraphs added · 213 removed · 169 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThere are currently two Company-owned STK restaurants, one Company-owned Benihana, one Company-owned Kona Grill, and one franchised Benihana (Express) restaurant under construction in the following cities: ● Owned STK restaurant in Los Angeles, California ● Owned STK restaurant in Topanga, California ● Owned Benihana restaurant in San Mateo, California ● Owned Kona Grill restaurant in Seattle, Washington ● Franchised Benihana (Express) in Miami, Florida ​ As our footprint increases, we expect to benefit by leveraging system-wide operating efficiencies and best practices through the management of our general and administrative expenses as a percentage of overall revenue. ​ Acquisitions On May 1, 2024, we acquired Safflower Holdings Corp., which beneficially owns most of the Benihana restaurants, as well as all of the RA Sushi restaurants, in the United States, and franchises Benihana locations in the U.S., Latin America (excluding Mexico) and the Caribbean. ​ ​ ​ ​ 3 Table of Contents Brands and Locations The table below reflects our venues by restaurant brand and geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Venues ​ STK (1) Benihana Grill Concepts ONE Hospitality (2) Total Domestic Owned (3) 18 ​ 73 ​ 43 ​ 3 137 Managed 2 ​ — ​ — ​ 1 3 Licensed 1 ​ — ​ — ​ — 1 Franchised — ​ 8 ​ — ​ — 8 Total domestic 21 ​ 81 ​ 43 ​ 4 149 International ​ ​ ​ Owned — ​ — ​ — ​ 1 1 Managed 5 ​ — ​ — ​ 4 9 Licensed 4 ​ — ​ — ​ — 4 Franchised — ​ 3 ​ — ​ — 3 Total international 9 3 — 5 17 Total venues 30 84 43 9 166 (1) Locations with an STK and STK Rooftop are considered one venue location.
Biggest changeThere are currently two Company-owned STK restaurants and two Company-owned Benihana restaurants under construction in the following cities: ● Owned STK restaurant in Phoenix, Arizona ● Owned STK restaurant in New York, New York (relocation of an existing STK restaurant) ● Owned Benihana restaurant in San Jose, California ● Owned Benihana restaurant in Seattle, Washington ​ As our footprint increases, we expect to benefit by leveraging system-wide operating efficiencies and best practices through the management of our general and administrative expenses as a percentage of overall revenue. ​ Brands and Locations The table below reflects our venues by restaurant brand and geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Venues ​ ​ ​ ​ STK (1) ​ ​ ​ Benihana ​ ​ ​ Grill Concepts (2) ​ ​ ​ ONE Hospitality (3) ​ ​ ​ Total Domestic ​ ​ ​ ​ ​ Owned 21 ​ 71 ​ 35 ​ 1 128 Sports arena (4) — ​ 4 ​ — ​ — 4 Managed 1 ​ — ​ — ​ 1 2 Licensed 1 ​ — ​ — ​ — 1 Franchised — ​ 7 ​ — ​ — 7 Total domestic 23 ​ 82 ​ 35 ​ 2 142 International ​ ​ ​ ​ ​ ​ ​ ​ Owned — ​ — ​ — ​ — — Sports arena (4) — ​ — ​ — ​ — — Managed 4 ​ — ​ — ​ 4 8 Licensed 4 ​ — ​ — ​ — 4 Franchised — ​ 4 ​ — ​ — 4 Total international 8 4 — 4 16 Total venues 31 86 35 6 158 3 Table of Contents ​ (1) Locations with an STK and STK Rooftop are considered one venue location.
Highly skilled teppanyaki chefs slice and dice your meal on teppanyaki grills, providing entertainment as you enjoy traditional Japanese cooking using American favorites like steak, chicken, seafood and vegetables. Benihana restaurants pioneered the communal dining concept in the early 1960’s where up to eight people are seated around a Japanese hibachi grill waiting anxiously for their personal show to begin.
Highly skilled teppanyaki chefs slice and dice your meal on teppanyaki grills, providing entertainment as you enjoy traditional Japanese cooking using American favorites like steak, chicken, seafood and vegetables. Benihana restaurants pioneered the communal dining concept in the 1960’s where up to eight people are seated around a Japanese hibachi grill waiting anxiously for their personal show to begin.
We also make available on our website and in print to any stockholder who requests it, our Audit, Compensation, and Nominating and Corporate Governance Committee charters, as well as the Code of Conduct that applies to all directors, officers and employees of the Company.
We also make available on our website and in print to any stockholder who requests it, our Audit, Compensation, and Nominating and Corporate Governance Committee charters, as well as the Corporate Code of Conduct and Ethics that applies to all directors, officers and employees of the Company.
Our 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.
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.
We expect to open one to three Benihanas or Benihana (Expresses) annually. Benihana (Express) is a 1,000 to 3,000 square foot version of Benihana with limited seating, a limited menu, and no teppanyaki grills.
We expect to open three to five Benihanas or Benihana Expresses annually. Benihana Express is a 1,000 to 3,000 square foot version of Benihana with limited seating, a limited menu, and no teppanyaki grills.
On a company-wide basis, no supplier of food, excluding Sysco, accounts for more than 15% of our total food and beverage purchases and no brand of alcohol accounts for more than 25% of our alcohol purchases.
On a company-wide basis, no supplier of food, excluding Sysco, accounts for more than 13% of our total food and beverage purchases and no brand of alcohol accounts for more than 25% of our alcohol purchases.
We expect to open four to six STKs annually. ​ ​ 4 Table of Contents Benihana Benihana is an interactive dining destination with highly skilled chefs preparing food right in front of guests and served in an energetic atmosphere. Benihana restaurants are a place to meet new friends, celebrate special occasions or just enjoy an entertaining meal.
We expect to open three to five STKs annually. ​ ​ 4 Table of Contents Benihana Benihana is an interactive dining destination with highly skilled chefs preparing food right in front of guests and served in an energetic atmosphere. Benihana restaurants are a place to meet new friends, celebrate special occasions or just enjoy an entertaining meal.
Our fee-based hospitality food and beverage solutions include developing, managing and operating restaurants, bars, rooftops, pools, banquet and catering services, private dining rooms, in-room dining services and mini bars on a contract basis. Currently, we operate three venues pursuant to F&B hospitality management agreements or leases with hotels and casinos in the United States and in Europe.
Our fee-based hospitality food and beverage solutions include developing, managing and operating restaurants, bars, rooftops, pools, banquet and catering services, private dining rooms, in-room dining services and mini bars on a contract basis. Currently, we operate two venues pursuant to F&B hospitality management agreements or leases with hotels and casinos in Europe.
Radio Rooftop is a premier rooftop restaurant and lounge bar concept boasting striking city views with a signature location on top of the ME Milan hotel. ​ ● Rivershore Bar & Grill.
Radio Rooftop is a premier rooftop restaurant and lounge bar concept boasting striking city views with a signature location on top of the ME Milan hotel. ​ 5 Table of Contents ● Rivershore Bar & Grill .
We provide our employees with cash-based performance bonuses. We also have an equity incentive compensation plan to provide certain management-level or other key employees with stock-based awards. We have implemented programs to attract and retain both restaurant managers and hourly employees.
We also have an equity incentive compensation plan to provide certain management-level or other key employees with stock-based awards. We have implemented programs to attract and retain both restaurant managers and hourly employees.
For 2024, the average domestic restaurant revenues and the average transaction for owned Benihana restaurants was $6.5 million and $111, respectively. We are focused on expanding our Benihana footprint. We intend to focus on (i) metropolitan areas with demographic and discretionary spending profiles and (ii) finding partners with excellent track records and brand recognition.
For 2025, the average domestic restaurant revenues and the average transaction for owned Benihana restaurants was $6.3 million and $116, respectively. We are focused on expanding our Benihana footprint. We intend to focus on (i) metropolitan areas with demographic and discretionary spending profiles and (ii) finding partners with excellent track records and brand recognition.
We experience competition from a variety of sources, including upscale steakhouse chains such as Ruth Chris, Del Frisco’s, Fleming’s, Mastro’s, The Capital Grille, Fogo De Chao, local upscale steakhouses, local sushi restaurants, local teppanyaki restaurants and polished casual chains, such as The Cheesecake Factory, Bonefish and BJ’s.
We experience competition from a variety of sources, including upscale steakhouse chains such as Ruth Chris Steak House, Del Frisco’s, Fleming’s, Mastro’s, The Capital Grille, Fogo De Chao, local upscale steakhouses, local sushi restaurants, local teppanyaki restaurants and polished casual chains, such 6 Table of Contents as The Cheesecake Factory, Bonefish Grill and BJ’s.
Our F&B hospitality management services are marketed as ONE Hospitality and include developing, managing and operating restaurants, bars, rooftop lounges, pools, banqueting and catering facilities, private dining rooms, room service and mini bars tailored to the specific needs of high-end hotels and casinos. We also provide hospitality advisory and consulting services to certain clients.
Our food and beverage (“F&B”) hospitality management services are marketed as ONE Hospitality and include developing, managing and operating restaurants, bars, rooftop lounges, banqueting and catering facilities, private dining rooms, room service and mini bars tailored to the specific needs of high-end hotels and casinos. We also provide hospitality advisory and consulting services to certain clients.
We provide beverage managers at each restaurant with national guidelines for standardized products. Our concepts emphasize the bar as a key driver of activity in our restaurants. In 2024, the sale of beverages at owned STK restaurants accounted for 6 Table of Contents approximately 22% of owned STK restaurant revenues.
We provide beverage managers at each restaurant with national guidelines for standardized products. Our concepts emphasize the bar as a key driver of activity in our restaurants. In 2025, the sale of in-venue beverages at owned STK restaurants accounted for approximately 22% of in-venue owned STK restaurant revenues.
Our menu provides a variety of portion sizes and signature options to appeal to a broad customer demographic. We operate eighteen owned, seven managed and five licensed STK restaurants in North America, Europe and the Middle East. Our STK restaurants average 10,000 square feet, and we typically target locations that range in size from 8,000 to 10,000 square feet.
Our menu provides a variety of portion sizes and signature options to appeal to a broad customer demographic. We operate twenty-one owned, five managed and five licensed STK restaurants in North America, Europe and the Middle East. Our STK restaurants average 10,400 square feet, and we typically target locations that range in size from 6,000 to 11,000 square feet.
We operate seventy-three owned and eleven franchised Benihana restaurants in the U.S, Latin America (excluding Mexico) and the Caribbean. Our Benihana restaurants average 8,000 square feet, and we typically target locations that range in size from 6,000 to 10,000 square feet.
We operate seventy-five owned and eleven franchised Benihana restaurants in the U.S, Latin America (excluding Mexico) and the Caribbean. Our Benihana restaurants average 8,100 square feet, and we typically target locations that range in size from 8,000 to 9,000 square feet.
We do not incorporate any information found or accessible through our websites into this Annual Report on Form 10-K. ​ ​ 8 Table of Contents
We do not incorporate any information found or accessible through our websites into this Annual Report on Form 10-K.
This includes the STK Rooftop in San Diego, CA, which is a licensed location. (2) Includes concepts under the Company’s F&B hospitality management agreements and other venue brands such as Salt Water Social, Bao Yum, Heliot, Hideout, Radio and Rivershore Bar & Grill.
This includes the STK Rooftop in San Diego, CA, which is a licensed location. (2) Includes five temporarily closed venues. (3) Includes concepts under the Company’s F&B hospitality management agreements and other venue brands such as Salt Water Social, Heliot, Radio and Rivershore Bar & Grill.
In 2024, the average domestic restaurant revenues and average check per person for owned and managed STK restaurants that have been open at least 24 months at December 31, 2024 were $15.5 million and $127, respectively. We are focused on expanding our global STK footprint.
In 2025, the average domestic restaurant revenues and average check per person for owned and managed STK restaurants that have been open at least 24 months at December 28, 2025 were $14.2 million and $129, respectively. We are focused on expanding our global STK footprint.
Human Capital Resources As of December 31, 2024, we employed 135 employees within our support centers, 51 employees in multi-unit leadership and an aggregate of 594 full-time, salaried employees at our venues. We rely on hourly-wage employees for kitchen staff, servers, bussers, runners, polishers, hosts, bartenders, barbacks, reservationists, administrative support, and interns.
Human Capital Resources As of December 28, 2025, we employed 118 employees within our support centers, 50 employees in multi-unit leadership and an aggregate of 538 full-time, salaried employees at our venues. We rely on hourly-wage employees for kitchen staff, teppanyaki chefs, servers, bussers, runners, polishers, hosts, bartenders, barbacks, reservationists, administrative support, and interns.
We own and operate twenty-seven Kona Grill restaurants and sixteen RA Sushi restaurants within the United States. Our Grill Concepts restaurants average approximately 6,000 square feet. In 2024, the average restaurant revenues were $3.9 million and average transaction was $64.
We own and operate twenty-three Kona Grill restaurants and twelve RA Sushi restaurants within the United States. Our Grill Concepts restaurants average approximately 6,400 square feet. In 2025, the average restaurant revenues were $3.6 million and average transaction was $64.
STK STK is a modern twist on the American steakhouse concept with locations in major metropolitan cities. STK artfully blends the modern steakhouse and a chic lounge, offering a high-energy, fine dining experience in a social atmosphere with the quality and service of a traditional upscale steakhouse.
STK artfully blends the modern steakhouse and a chic lounge, offering a high-energy, fine dining experience in a social atmosphere with the quality and service of a traditional upscale steakhouse.
We maintain a website at www.togrp.com, including an investor relations section at ir.togrp.com, on which we routinely post information, such as webcasts of quarterly earnings calls and other investor events in which we participate and any related material.
The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov . 7 Table of Contents We maintain a website at www.togrp.com, including an investor relations section at ir.togrp.com, on which we routinely post information, such as webcasts of quarterly earnings calls and other investor events in which we participate and any related material.
We have never experienced a work stoppage, and none of our employees are represented by a labor organization. Our human capital objectives include attracting, developing, rewarding, and retaining our existing and new employees. We offer our employees online training courses and on-the-job training. Restaurant management trainees undergo training in order to understand all aspects of our restaurant operations.
Our human capital objectives include attracting, developing, rewarding, and retaining our existing and new employees. We offer our employees online training courses and on-the-job training. Restaurant management trainees undergo training in order to understand all aspects of our restaurant operations. We provide our employees with cash-based performance bonuses.
Item 1. Business Description of the Business We are an international restaurant company that develops, owns and operates, manages, licenses and franchises upscale and polished casual, high-energy restaurants and lounges and provides turn-key food and beverage (“F&B”) services and consulting service for hospitality venues including hotels, casinos and other high-end locations.
Item 1. Business Description of the Business We are an international restaurant company that develops, owns and operates, manages, franchises and licenses upscale and polished casual, high-energy restaurants.
For those restaurants and venues that 2 Table of Contents are managed, licensed or franchised, we generate management fee and franchise fee revenue based on top-line revenues and incentive fee revenue based on a percentage of the location’s revenues and net profits. We opened our first restaurant in January 2004 in New York, New York.
Our F&B hospitality clients operate global hospitality brands such as the ME Hotel and Hippodrome Casino. For those restaurants and venues that are managed, licensed or franchised, we generate management fee and franchise fee revenues based on top-line revenues and incentive fee revenues based on a percentage of the location’s revenues and net profits.
The average headcount for employees in our domestic restaurants is 70. Combining full-time and part-time employees, we employ and manage directly approximately 10,300 persons and through ONE Hospitality we manage 7 Table of Contents approximately 500 employees for a total of approximately 10,800 employees worldwide.
The average headcount for employees in our domestic restaurants is 70. Combining full-time and part-time employees, we employ approximately 9,100 persons and manage approximately 400 employees for a total of approximately 9,500 employees worldwide. We have never experienced a work stoppage, and none of our employees are represented by a labor organization.
From the date of the Benihana Acquisition on May 1, 2024 to December 31, 2024, the sales of beverages at owned Benihana restaurants accounted for approximately 12% of owned Benihana restaurant revenues. In 2024, the sale of beverages at Grill Concepts restaurants accounted for approximately 20% of Grill Concepts restaurant revenues.
In 2025, the sales of in-venue beverages at owned Benihana restaurants accounted for approximately 13% of in-venue owned Benihana restaurant revenues. In 2025, the sale of in-venue beverages at Grill Concepts restaurants accounted for approximately 23% of in-venue Grill Concepts restaurant revenues.
Bao Yum currently operates in London, England. ​ ● Heliot . Heliot Steak House is an award-winning steakhouse and bar within the Hippodrome Casino in London, England that offers impressive views of the main casino gambling floor. ​ 5 Table of Contents ● Hideout .
Historically, our clients have provided the majority of the capital required for the development of the facilities we manage on their behalf. ​ ● Heliot . Heliot Steak House is an award-winning steakhouse and bar within the Hippodrome Casino in London, England that offers impressive views of the main casino gambling floor. ​ ● Radio .
Sourcing and Supply Chain We seek to ensure that consistently high-quality food and beverages are served at all of our venues through the coordination and cooperation of our purchasing and culinary teams.
Salt Water Social, a Company-owned location, is a 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 in Denver, Colorado. ​ Sourcing and Supply Chain We seek to ensure that consistently high-quality food and beverages are served at all of our venues through the coordination and cooperation of our purchasing and culinary teams.
(3) Includes Benihana locations at sports arenas. ​ We expect to continue expanding our operations domestically and internationally primarily through a mix of owned, licensed, managed and franchised restaurants using a disciplined and targeted site selection process.
We expect to expand our operations domestically and internationally primarily through a mix of owned, licensed, managed and franchised restaurants using a disciplined and targeted site selection process. We refer to our licensing, management and franchising strategy as our “capital light strategy” because it requires significantly less capital than expansion through owned restaurants only.
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Turn-key F&B services are food and beverage services that can be scaled, customized and implemented by us for the client. Our vision is to be a global market leader in the hospitality industry by melding high-quality service, ambiance, high-energy and cuisine into one great experience that we refer to as “Vibe Dining”.
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We currently own, operate, manage, license or franchise 158 venues including 31 STKs, 86 Benihanas, 23 Kona Grills and 12 RA Sushis in major metropolitan cities in North America, Europe and the Middle East and 6 F&B venues in three hotels and casinos in the United States and Europe. 2 Table of Contents We opened the following seven new venues in 2025: ● Owned Benihana restaurant in San Mateo, California ● Owned STK restaurant in Los Angeles, California (relocation of our existing STK Westwood restaurant) ● Owned STK restaurant in Canoga Park, California ● Franchised Benihana Express restaurant in Miami, Florida ● Owned STK restaurant in Scottsdale, Arizona (conversion of a former RA Sushi restaurant) ● Owned STK restaurant in Oak Brook, Illinois ● Sports Arena Benihana restaurant at the UBS Arena in Elmont, New York ​ In January 2026, we opened a Company-owned Kona Grill restaurant in San Antonio, Texas, a relocation of an existing Kona Grill restaurant. ​ In February 2026, we converted a franchised Benihana restaurant to a Company-owned Benihana restaurant in Monterey, California. ​ We intend to add six to ten new venues in 2026.
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We design all our restaurants, lounges and F&B services to create a social dining and high-energy entertainment experience within a destination location. We believe that this design and operating philosophy separates us from more traditional restaurant and foodservice competitors.
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(4) Restaurants located within a sports arena that are included within the Company's owned restaurant net revenues, owned restaurant cost of sales and owned restaurant operating expenses that do not require a capital investment. ​ During 2024 and 2025, we completed a comprehensive review of our Grill Concepts portfolio and made the strategic decision to close or convert several locations.
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Our F&B hospitality clients operate global hospitality brands such as the W Hotel, ME Hotel, Curio by Hilton and Hippodrome Casino.
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As part of this initiative, we closed four Kona Grill restaurants and two RA Sushi restaurants in 2025. Additionally, we closed one RA Sushi restaurant in January 2026. ​ In addition, during the first quarter of 2025, we exited two Benihana restaurants in sports arenas.
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We currently own, operate, manage, license or franchise 166 venues including 30 STKs, 84 Benihanas, 27 Kona Grills and 16 RA Sushis in major metropolitan cities in North America, Europe and the Middle East and 9 F&B venues in four hotels and casinos in the United States and Europe.
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In the second quarter of 2025, a management agreement for one STK restaurant and an operating agreement at The W Hotel were terminated. A ONE Hospitality venue was closed during the second quarter of 2025. In the third quarter of 2025, we terminated a license agreement for one STK restaurant and closed one RA Sushi restaurant.
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We opened the following six new venues in 2024: ● Owned STK restaurant in Washington, D.C. ● Owned STK restaurant in Aventura, Florida ● Managed STK restaurant at Niagara Falls in Ontario, Canada ● Owned Kona Grill restaurant in Tigard, Oregon ● Owned RA Sushi restaurant in Plantation, Florida ● Owned Salt Water Social restaurant in Denver, Colorado ​ We intend to add five to seven new venues in 2025.
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We converted a RA Sushi restaurant to a STK restaurant during the fourth quarter of 2025. We plan to convert up to an additional nine Company-owned Grill restaurants to Benihana or STK formats, with five that are expected to be converted by the end of 2026.
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We refer to our licensing, management and franchising strategy as our “capital light strategy” because it requires significantly less capital than expansion through owned restaurants only. Refer to Item 2 – Properties for additional details regarding the domestic and international locations in which we operate.
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Refer to Item 2 – Properties for additional details regarding the domestic and international locations in which we operate. In December 2025, we entered into our largest asset-light development agreement in our history by securing development rights for a total of ten restaurants, either Benihana or Benihana Express locations, throughout the Greater San Francisco Bay Area with an experienced operator.
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Historically, our clients have provided the majority of the capital required for the development of the facilities we manage on their behalf. ​ ● Bao Yum . A fast-casual concept that offers a whimsical twist on classic bao. Bao Yum serves breakfast, lunch, dinner and dessert bao along with a variety of salads, soups, sandwiches and snacks.
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We expect this agreement will significantly accelerate our West Coast expansion while maintaining our focus on capital-efficient growth. STK STK is a modern twist on the American steakhouse concept with locations in major metropolitan cities.
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The Hideout by STK is an outdoor, poolside restaurant and bar within the W Hotel in Westwood, California, which complements our owned STK and F&B hospitality services also offered within the W Hotel in Westwood. ​ ● Radio .
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Salt Water Social, a Company-owned location, is a 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 in Denver, Colorado. ​ Our F&B hospitality contracts generate revenues for us through management fees, which are typically calculated as a percentage of the operation’s revenues, and we earn additional milestone and incentive fees based on the operation’s profitability.
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We typically target F&B hospitality service opportunities where we believe we can generate at least $500,000 of annual pre-tax income. We expect our F&B hospitality services business to be an important driver of our growth and profitability, enabling us to generate leads to develop managed STK restaurants and management fee income with minimal capital expenditures.
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We believe we are well positioned to leverage the strength of our brands and the relationships we have developed with global hospitality providers to drive the continued growth of our F&B hospitality business.
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We continue to receive inbound inquiries regarding new opportunities globally, and we continue to work with existing hospitality clients to identify and develop additional opportunities in their venues.
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We closed the following restaurants in 2024: ● In February 2024, we terminated our agreement with REEF Kitchens. ● In April 2024, we closed one Company-owned Kona Grill restaurant as the lease expired. ● In July 2024, we terminated a franchise agreement for one Benihana restaurant. ● In October 2024, we closed four Company-owned RA Sushi restaurants, three of which shared markets with a Kona Grill. ​ In January 2025, we closed one Company-owned Benihana restaurant at a sports arena in Carson, California.
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The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov .

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeEnergy prices can also affect our operating results because increased energy prices may cause increased transportation costs for beef and other commodities and supplies, and increased costs for the utilities required to run each restaurant. Historically we have passed increased commodity and other costs on to our customers by increasing the prices of our menu items.
Biggest changeTariffs and agricultural labor shortages resulting from changes in immigration policies may also increase commodities costs, as could international conflicts and other geopolitical events. Energy prices can also affect our operating results because increased energy prices may cause increased transportation costs for beef and other commodities and supplies, and increased costs for the utilities required to run each restaurant.
For example, negative publicity or events relating to food quality, public health concerns, restaurant facilities, customer complaints or litigation alleging illness or injury, health inspection scores, employee relationships or other matters, regardless of whether the allegations are valid, affecting or occurring at other entities who use the Benihana brand, including entities unrelated to us that presently or in the future may license the Benihana brand, may negatively impact the public’s perception of Benihanas.
For example, negative publicity or events relating to food quality, public health concerns, restaurant facilities, customer complaints or litigation alleging illness or injury, health inspection scores, employee relationships or other matters, regardless of whether the allegations are valid, affecting or occurring at other entities who use the Benihana brand, including entities unrelated to us that presently or in the future may license the Benihana brand, may negatively impact the public’s perception of Benihana.
We may not be able to protect our brands, trademarks, service marks or other proprietary rights. We have registered, or have applications pending to register, the trademarks STK, Benihana, Kona Grill, RA Sushi and Konavore with the United States Patent and Trademark Office and in certain foreign countries in connection with restaurant services.
We may not be able to protect our brands, trademarks, service marks or other proprietary rights. We have registered, or have applications pending to register, the trademarks STK, Benihana, Kona Grill and RA Sushi with the United States Patent and Trademark Office and in certain foreign countries in connection with restaurant services.
Failure to successfully refinance these obligations could have a material adverse effect on our business, financial condition and results of operations. ​ Our acquisition of Safflower Holdings Corp., as well as any future acquisitions, may have unanticipated consequences that could harm our business and our financial condition. ​ Our acquisition of Safflower Holdings Corp. and any other acquisition that we pursue, whether successfully completed or not, involves risks, including: ​ ● material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition as the acquired restaurants are integrated into our operations; ● risks associated with entering into markets or conducting operations where we have no or limited prior experience; ● problems retaining key personnel; ● potential impairment of tangible and intangible assets and goodwill acquired in the acquisition; ● potential unknown liabilities; ● difficulties of integration and failure to realize anticipated synergies; and ● disruption of our ongoing business, including diversion of management’s attention from other business concerns. ​ 17 Table of Contents Future acquisitions, which may be accomplished through a cash purchase transaction, the issuance of our equity securities or a combination of both, could result in potentially dilutive issuances of our equity securities, the incurrence of debt and contingent liabilities and impairment charges related to goodwill and other intangible assets, any of which could harm our business and financial condition. ​ Our operations may be negatively impacted by seasonality, adverse weather conditions, natural disasters or acts of terror.
Failure to successfully refinance these obligations could have a material adverse effect on our business, financial condition and results of operations. ​ Our acquisition of Safflower Holdings Corp., as well as any future acquisitions, may have unanticipated consequences that could harm our business and our financial condition. ​ Our acquisition of Safflower Holdings Corp. and any other acquisition that we pursue, whether successfully completed or not, involves risks, including: ​ ● material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition as the acquired restaurants are integrated into our operations; ● risks associated with entering into markets or conducting operations where we have no or limited prior experience; ● problems retaining key personnel; ● potential impairment of tangible and intangible assets and goodwill acquired in the acquisition; ● potential unknown liabilities; ● difficulties of integration and failure to realize anticipated synergies; and ● disruption of our ongoing business, including diversion of management’s attention from other business concerns. ​ Future acquisitions, which may be accomplished through a cash purchase transaction, the issuance of our equity securities or a combination of both, could result in potentially dilutive issuances of our equity securities, the incurrence of debt and contingent liabilities and impairment charges related to goodwill and other intangible assets, any of which could harm our business and financial condition. ​ Our operations may be negatively impacted by seasonality, adverse weather conditions, natural disasters or acts of terror.
For example, they could: ​ ● increase our vulnerability to adverse economic and industry conditions, including interest rate fluctuations, because the revolving loan portion of our borrowings are at variable rates of interest; ● require us to dedicate significant future cash flows to the repayment of debt or redemption of the preferred stock, reducing the availability of cash to fund working capital, capital expenditures or other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and industry; and ● limit our ability to obtain additional debt or equity financing, or undertake certain other activities, due to applicable financial and restrictive covenants contained in our debt and preferred stock arrangements. ​ We may also incur additional indebtedness in the future, which could materially increase the impact of these risks on our financial condition and results of operations. ​ We may not be able to refinance our debt obligations or the redemption of our preferred stock.
For example, they could: ​ ● increase our vulnerability to adverse economic and industry conditions, including interest rate fluctuations, because the revolving loan portion of our borrowings are at variable rates of interest; ● require us to dedicate significant future cash flows to the repayment of debt or redemption of the preferred stock, reducing the availability of cash to fund working capital, capital expenditures or other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and industry; and ● limit our ability to obtain additional debt or equity financing, or undertake certain other activities, due to applicable financial and restrictive covenants contained in our debt and preferred stock arrangements. 16 Table of Contents We may also incur additional indebtedness in the future, which could materially increase the impact of these risks on our financial condition and results of operations. ​ We may not be able to refinance our debt obligations or the redemption of our preferred stock.
The United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as coronavirus, norovirus, Avian Flu or “SARS,” H1N1 or “swine flu,” or other diseases such as bovine spongiform encephalopathy, commonly known as “mad cow disease.” If a virus is transmitted by human contact, our employees or customers may become infected, or may choose, or be advised, to avoid gathering in public places, any of which may adversely affect the guest traffic at our restaurants and the ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level.
The United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as coronavirus, norovirus, Avian Flu or “SARS,” H1N1 or “swine flu,” or other diseases such as bovine spongiform encephalopathy, commonly known as “BSE” or “mad cow disease.” If a virus is transmitted by human contact, our 9 Table of Contents employees or customers may become infected, or may choose, or be advised, to avoid gathering in public places, any of which may adversely affect the guest traffic at our restaurants and the ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level.
Accordingly, in cities where we have multiple venues, our business is susceptible to adverse changes in these markets whether as a result of declining economic conditions, declining stock market performance, negative publicity, changes in customer preferences or for other reasons, and any such adverse changes may have a disproportionate effect on our overall results of operations compared to some of our competitors that may have less restaurant concentration or that do not operate in our markets.
Accordingly, in cities where we have multiple venues, our business is susceptible to adverse changes in these markets whether as a result of declining economic conditions, declining stock market performance, negative publicity, changes in customer preferences, increased immigration enforcement or for other reasons, and any such adverse changes may have a disproportionate effect on our overall results of operations compared to some of our competitors that may have less restaurant concentration or that do not operate in our markets.
Congress and Department of Homeland Security may implement further changes to federal immigration laws, regulations or enforcement programs. Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome or reduce the availability of potential employees.
Congress or Department of Homeland Security may implement further changes to federal immigration laws, regulations or enforcement programs. Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome or reduce the availability of 10 Table of Contents potential employees.
If any of our alcohol beverage distributors cease to supply us, we may be forced to offer brands of alcoholic beverage which have less consumer appeal or that do not match our brand image, which could adversely affect our business and results of operations. 12 Table of Contents Increases in commodity prices would adversely affect our results of operations.
If any of our alcohol beverage distributors cease to supply us, we may be forced to offer brands of alcoholic beverage which have less consumer appeal or that do not match our brand image, which could adversely affect our business and results of operations. Increases in commodity prices would adversely affect our results of operations.
Our profitability depends in part on our ability to anticipate and react to changes in commodity costs, which have a substantial effect on our total costs. The purchase of beef represents approximately 32% of our food and beverage costs.
Our profitability depends in part on our ability to anticipate and react to changes in commodity costs, which have a substantial effect on our total costs. The purchase of beef represents approximately 35% of our food and beverage costs.
Economic Conditions and Competition Our business is dependent on discretionary spending patterns, business travel and general economic conditions. We depend on consumer discretionary spending, business travel and the overall economic environment. Disruptions in the economy, including recessions, high unemployment, foreclosures, bankruptcies, inflation and other economic impacts, could affect consumers’ ability and willingness to spend discretionary dollars.
Economic Conditions and Competition Our business is dependent on discretionary spending patterns, business travel and general economic conditions. We depend on consumer discretionary spending, business travel and the overall economic environment. Disruptions in the economy, including recessions, high unemployment, foreclosures, bankruptcies, inflation, stock market declines and other economic impacts, could affect consumers’ ability and willingness to spend discretionary dollars.
Competition in the restaurant industry is intense. The restaurant and hospitality industry is intensely competitive with respect to price, quality of service, location, ambiance of facilities and type and quality of food. The industry is also characterized by the continual introduction of new concepts and is subject to rapidly changing consumer preferences, tastes, trends and eating and purchasing habits.
The restaurant and hospitality industry is intensely competitive with respect to price, quality of service, location, ambiance of facilities and type and quality of food. The industry is also characterized by the continual introduction of new concepts and is subject to rapidly changing consumer preferences, tastes, trends and eating and purchasing habits.
If any of our critical IT systems were to become unreliable, unavailable, compromised or otherwise fail, and we were unable to 16 Table of Contents recover in a timely manner, we could experience an interruption in our operations that could have a material adverse impact on our profitability.
If any of our critical IT systems were to become unreliable, unavailable, compromised or otherwise fail, and we were unable to recover in a timely manner, we could experience an interruption in our operations that could have a material adverse impact on our profitability.
In 19 Table of Contents addition, the issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control of our company. We are also subject to the anti-takeover provisions under Delaware law, which could delay or prevent a change of control.
In addition, the issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control of our company. We are also subject to the anti-takeover provisions under Delaware law, which could delay or prevent a change of control.
We provide some guest and employee data, as well as confidential information important to our business, to third parties to conduct our business. Individuals performing work for us and these third parties also may access some of this data, including on personally owned digital devices.
We provide some guest and employee data, as well as confidential information important to our business, to third parties to 15 Table of Contents conduct our business. Individuals performing work for us and these third parties also may access some of this data, including on personally owned digital devices.
Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could harm our business, results of operations and financial condition. 18 Table of Contents We may not be able to comply with certain debt covenants on our debt.
Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could harm our business, results of operations and financial condition. We may not be able to comply with certain debt covenants on our debt.
Terrorism, including cyber-terrorism or efforts to tamper with food supplies, could have an adverse impact on our brand and results of operations. We are subject to numerous and changing U.S. federal and foreign government regulations.
Terrorism, including cyber-terrorism or efforts to tamper with food supplies, could have an adverse impact on our brand and results of operations. 17 Table of Contents We are subject to numerous and changing U.S. federal and foreign government regulations.
If these tariffs are imposed, or if retaliatory trade measures are taken by foreign countries in response to additional tariffs, it could have the impact of increasing the aggregate purchase cost of those commodities or reducing the supply of available commodities.
If these tariffs are imposed, or if retaliatory trade measures are taken by foreign countries in response to 12 Table of Contents additional tariffs, it could have the impact of increasing the aggregate purchase cost of those commodities or reducing the supply of available commodities.
We believe there are opportunities to add approximately seven to twelve new locations (restaurants and/or hospitality services operations) annually, with a focus on operating under licensing or management agreements (referred to as our “capital light strategy”).
We believe there are opportunities to add approximately six to ten new locations (restaurants and/or hospitality services operations) annually, with a focus on operating under licensing or management agreements (referred to as our “capital light strategy”).
The value of our brand and the rapport that we maintain with our licensees and franchisees are important factors for potential licensees and franchisees considering doing business with us.
The value of our brand and the rapport that we maintain with our licensees and franchisees are important factors for potential licensees and franchisees considering doing business with 13 Table of Contents us.
Any regional occurrences such as local labor strikes, natural disasters, prolonged inclement weather, acts of terrorism or other national emergencies, accidents, energy shortages, system failures or other unforeseen events in or around these cities could result in temporary or permanent closings of our venues, which could have a material adverse effect on our business, financial condition and results of operations as a whole.
Any regional occurrences such as local labor strikes, natural disasters, prolonged inclement weather, acts of terrorism or other national emergencies, accidents, energy shortages, system failures or other unforeseen events in or around these cities could result in temporary or permanent closings of our venues, which could have a material adverse effect on our business, financial condition and results of operations as a whole. 8 Table of Contents Competition in the restaurant industry is intense.
As of December 31, 2024, approximately 26% of our employees earn this lower minimum wage in their respective locations since tips constitute a substantial part of their income.
As of December 28, 2025, approximately 31% of our employees earn this lower minimum wage in their respective locations since tips constitute a substantial part of their income.
We rely in part on our licensees and franchisees and the manner in which they operate the STK and Benihana restaurants to develop and promote our business. As of December 31, 2024, we had five licensed STK restaurants and eleven franchised Benihana restaurants.
We rely in part on our licensees and franchisees and the manner in which they operate the STK and Benihana restaurants to develop and promote our business. As of December 28, 2025, we had five licensed STK restaurants and twelve franchised Benihana restaurants.
Publicity related to either product contamination, recalls, or food-borne illness, including Bovine-Spongiform Encephalopathy, which is also known as BSE or mad cow disease, aphthous fever, which is also known as 10 Table of Contents hoof and mouth disease, and hepatitis A, listeria, salmonella and e-coli may also injure our brand and may affect the selection of our restaurants by our guests or licensees based on fear of such illnesses.
Publicity related to either product contamination, recalls, or food-borne illness, including BSE, aphthous fever, which is also known as “hoof and mouth disease”, and hepatitis A, listeria, salmonella and e-coli may also injure our brand and may affect the selection of our restaurants or those of our licensees or franchisees by guests based on fear of such illnesses.
Our brands, which include our trademarks, service marks and other intellectual property and proprietary rights, are important to our success and our competitive position. In that regard, we believe that our trade names, trademarks and service marks are valuable assets that are critical to our success. Accordingly, we devote substantial resources to the establishment and protection of our brands.
Our brands, which include our trademarks, service marks and other intellectual property and proprietary rights, 14 Table of Contents are important to our success and our competitive position. In that regard, we believe that our trade names, trademarks and service marks are valuable assets that are critical to our success.
If customers perceive or experience a reduction in our food quality, service or ambiance or in any way believe we have failed to 14 Table of Contents deliver a consistently positive experience, this information can be immediately and broadly disseminated.
Information concerning our company may be posted on such platforms at any time. If customers perceive or experience a reduction in our food quality, service or ambiance or in any way believe we have failed to deliver a consistently positive experience, this information can be immediately and broadly disseminated.
The market for beef is subject to extreme price fluctuations due to seasonal shifts, climate conditions, the price of feed, industry demand, energy demand and other factors. Our ability to forecast and manage our commodities could significantly affect our gross margins. Tariffs and agricultural labor shortages resulting from changes in immigration policies may also increase commodities costs.
The market for beef is subject to extreme price fluctuations due to seasonal shifts, climate conditions, the price of feed, industry demand, energy demand and other factors. Our ability to forecast and manage our commodities could significantly affect our gross margins.
If we are forced to close any new restaurants, we will incur losses for certain buildout costs and pre-opening expenses incurred in connection with opening such operations. 13 Table of Contents We face a variety of risks associated with doing business with licensees and franchisees.
New locations may not be profitable, and their sales performance may not follow historical or projected patterns. If we are forced to close any new restaurants, we will incur losses for certain buildout costs and pre-opening expenses incurred in connection with opening such operations. We face a variety of risks associated with doing business with licensees and franchisees.
While we believe these price increases have historically not affected customer traffic, there can be no assurance that additional price increases would not affect future customer traffic. If prices increase in the future and we are unable to anticipate or mitigate these increases, or if there are shortages for beef, our business and results of operations would be adversely affected.
If prices increase in the future and we are unable to anticipate or mitigate these increases, or if there are shortages for beef, our business and results of operations would be adversely affected.
A significant financial reporting failure or material weakness in internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our stock, and we could be subject to sanctions or investigation by regulatory authorities, such as the SEC or Nasdaq.
A significant financial reporting failure or material weakness in internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our stock, and we could be subject to sanctions or investigation by regulatory authorities, such as the SEC or Nasdaq. 18 Table of Contents Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.
Alternatively, at the end of the lease term and any renewal period for a restaurant, we may be unable to renew the lease without substantial additional cost, if at all. If we cannot renew such a lease we may be forced to close or relocate a restaurant, which could subject us to construction and other costs and risks.
Alternatively, at the end of the lease term and any renewal period for a restaurant, we may be unable to renew the lease without substantial additional cost, if at all.
Therefore, adverse publicity, whether accurate or not, relating to food quality, public health concerns, illness, safety, injury or government or industry findings concerning our venues or those operated by others could negatively impact us.
Therefore, adverse publicity, whether accurate or not, relating to food quality, public health concerns, illness, safety, injury or government or industry findings concerning our venues or those operated by others could negatively impact us. The use of social media platforms allows individuals to access a broad audience of consumers and other interested persons.
In addition, such concentrated control may adversely affect the price of our common stock and sales by our insiders or affiliates, along with any other market transactions, could affect the market price of our common stock.
This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders affirmed such action. In addition, such concentrated control may adversely affect the price of our common stock and sales by our insiders or affiliates, along with any other market transactions, could affect the market price of our common stock.
The imposition of new or increased tariffs could adversely affect our business and results of operations. ​ Recently, the U.S. government has announced significantly increased tariffs on foreign imports into the U.S. from certain countries, including Canada, China, and Mexico, and has made announcements regarding the potential imposition of tariffs on products from other jurisdictions, such as the European Union.
The imposition of new or increased tariffs could adversely affect our business and results of operations. ​ Beginning in 2025, the U.S. government announced significantly increased tariffs on foreign imports into the U.S. from certain countries and jurisdictions, including Canada, China, Mexico and the European Union, and in some cases threatened to impose additional tariffs.
Certain of our restaurant supplies, food and beverages are sourced from outside the U.S., in particular alcoholic beverages sourced from Mexico, and may be subject to these tariffs.
In response, several countries have imposed, or threatened to impose, reciprocal tariffs on imports from the U.S. and other retaliatory measures. Certain of our restaurant supplies, food and beverages are sourced from outside the U.S., in particular alcoholic beverages sourced from Mexico, and may be subject to these tariffs.
Shifts in consumer preferences away from upscale steakhouses or beef in general, which are significant components of our concepts’ menus and appeal, whether as a result of economic, competitive or other factors, could adversely affect our business and results of operations. 9 Table of Contents A substantial number of national and regional restaurant chains, as well as independently owned restaurants, compete with us for customers, restaurant locations and qualified management and other restaurant staff.
Shifts in consumer preferences away from upscale steakhouses or beef in general, which are significant components of our concepts’ menus and appeal, whether as a result of economic, competitive or other factors, could adversely affect our business and results of operations.
Although, we have been able to fully staff our restaurants in challenging labor environments, there is no assurance that we will be able to continue to effectively manage our employee base and avoid a labor shortage. 11 Table of Contents We occupy most of our restaurants and some of our food and beverage hospitality services locations under long-term non-cancelable leases under which we may remain obligated to perform even if we close those operations, and we may be unable to renew leases at the end of their terms.
We occupy most of our restaurants and some of our food and beverage hospitality services locations under long-term non-cancelable leases under which we may remain obligated to perform even if we close those operations, and we may be unable to renew leases at the end of their terms.
In addition, improved product offerings in the fast casual segment of the restaurant industry, combined with the effects of negative economic conditions and other factors, may lead consumers to choose less expensive alternatives.
In addition, improved product offerings in the fast casual segment of the restaurant industry, combined with the effects of negative economic conditions and other factors, may lead consumers to choose less expensive alternatives. Our competitors may be more adept at adapting and responding to new technological developments, including artificial intelligence, to develop customer insights that assist in increasing customer demand.
Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.
Refer to Part II —Item 9A, “Controls and Procedures” of this Annual Report on Form 10-K for management’s assessment as of December 28, 2025. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.
The use of social media platforms allows individuals to access a broad audience of consumers and other interested persons. Consumers value readily available information concerning goods and services that they have or plan to purchase and may act on such information without further investigation or authentication.
Consumers value readily available information concerning goods and services that they have or plan to purchase and may act on such information without further investigation or authentication. Many social media platforms immediately publish content from their subscribers and participants, often without filters or checks on the accuracy of the content posted.
A significant financial reporting failure or material weakness in internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our stock. On May 1, 2024, we completed the Benihana Acquisition and have implemented new processes and internal controls to assist us in the preparation and disclosure of financial information.
A significant financial reporting failure or material weakness in internal control over financial reporting could cause a loss of investor confidence and decline in the market price of our stock. We cannot be certain that we will be able to maintain adequate controls over our financial processes and reporting.
The risk of negative publicity is particularly great with respect to Benihana restaurants operated by an unrelated entity because we have no control over such entities’ operations and messaging, especially on a real-time basis. 15 Table of Contents Cybersecurity and IT Systems Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.
The risk of negative publicity is particularly great with respect to Benihana restaurants operated by an unrelated entity because we have no control over such entities’ operations and messaging, especially on a real-time basis.
Additionally, negative effects on our existing and potential landlords due to the inaccessibility of credit and other unfavorable economic factors may adversely affect our business and results of operations.
If we cannot renew such a lease we may be forced to close or relocate a restaurant, which could subject us to construction and other costs and risks. 11 Table of Contents Additionally, negative effects on our existing and potential landlords due to the inaccessibility of credit and other unfavorable economic factors may adversely affect our business and results of operations.
Accordingly, these stockholders are able to control or have a significant impact on all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders affirmed such action.
Our executive officers, directors, and principal stockholders hold a significant percentage of our outstanding common stock. Accordingly, these stockholders are able to control or have a significant impact on all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
There is also competition from non-steak but upscale and high-energy restaurants, and other high-end hospitality services companies and high-energy nightlife concepts.
A substantial number of national and regional restaurant chains, as well as independently owned restaurants, compete with us for customers, restaurant locations and qualified management and other restaurant staff. There is also competition from non-steak but upscale and high-energy restaurants, and other high-end hospitality services companies and high-energy nightlife concepts.
Health and Safety Health concerns arising from outbreaks of flu viruses or other diseases, or regional or global health pandemics could severely affect our business.
If we are unable to adapt to changes in consumer preferences and trends, we may lose customers, which could have a material adverse effect on our business and results of operations. Health and Safety Health concerns arising from outbreaks of flu viruses or other diseases, or regional or global health pandemics could severely affect our business.
Removed
New locations may not be profitable, and their sales performance may not follow historical or projected patterns.
Added
Failure to adapt to evolving consumer dining preferences could negatively impact our operations and competitive position, which could materially adversely affect our business and results of operations. Our business depends on consumer discretionary spending and is affected by changes in consumer tastes.
Removed
Many social media platforms immediately publish content from their subscribers and participants, often without filters or checks on the accuracy of the content posted. Information concerning our company may be posted on such platforms at any time.
Added
It is possible that consumers may no longer regard our menu offerings favorably, that we will no longer be able to develop new menu items that appeal to consumer preferences or that there will be a drop in consumer demands for restaurant dining.
Removed
We cannot be certain that we will be able to maintain adequate controls over our financial processes and reporting. Refer to Part II —Item 9A, “Controls and Procedures” of this Annual Report on Form 10-K for management’s assessment as of December 31, 2024.
Added
Restaurant traffic and our resulting sales depend in part on our ability to anticipate, identify and respond to changing consumer preferences. The rising popularity of certain weight loss drugs, which suppress a person’s appetite, may impact sales or traffic in our restaurants.
Removed
Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur. Our executive officers, directors, and principal stockholders hold a significant percentage of our outstanding common stock.
Added
Additionally, a shift in consumer drinking preferences and behaviors due to, among others, changing demographics, health and wellness trends and taste preferences may lead to reduced consumption of beverage alcohol products.
Added
Although, we have been able to fully staff our restaurants in challenging labor environments, there is no assurance that we will be able to continue to effectively manage our employee base and avoid a labor shortage.
Added
Historically we have passed increased commodity and other costs on to our customers by increasing the prices of our menu items. While we believe these price increases have historically not affected customer traffic, there can be no assurance that additional price increases would not affect future customer traffic.
Added
Accordingly, we devote substantial resources to the establishment and protection of our brands.
Added
Cybersecurity, Data Privacy and IT Systems Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−0 removed8 unchanged
Biggest changeWe implemented a program designed to assess, identify and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality and integrity of these systems and the data residing in them.
Biggest changeWe implemented a program designed to assess, 19 Table of Contents identify and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality and integrity of these systems and the data residing in them.
The Audit Committee, which is comprised solely of independent directors, has been designated by our Board to oversee cybersecurity risks. The Committee receives regular updates and reviews with management the implementation and effectiveness of the Company’s controls to monitor and mitigate cybersecurity risks. 20 Table of Contents
The Audit Committee, which is comprised solely of independent directors, has been designated by our Board to oversee cybersecurity risks. The Audit Committee receives regular updates and reviews with management the implementation and effectiveness of the Company’s controls to monitor and mitigate cybersecurity risks. ​ 20 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed1 unchanged
Biggest changeLauderdale ​ Fort Lauderdale, Florida ​ Owned Benihana Hard Rock Stadium (1) ​ Miami Gardens, Florida ​ Owned Benihana Houston I ​ Houston, Texas ​ Owned Benihana Houston II ​ Houston, Texas ​ Owned Benihana Indianapolis ​ Indianapolis, Indiana ​ Owned Benihana Jardim Europa ​ Jardim Europa, Brazil ​ Franchised Benihana John Hancock ​ Chicago, Illinois ​ Owned Benihana Key West ​ Key West, Florida ​ Franchised Benihana Las Colinas ​ Las Colinas, Texas ​ Owned Benihana Las Vegas ​ Las Vegas, Nevada ​ Owned Benihana Las Vegas ​ Las Vegas, Nevada ​ Franchised Benihana Little Rock ​ Little Rock, Arkansas ​ Franchised Benihana Lombard ​ Lombard, Illinois ​ Owned Benihana Mall Of America ​ Bloomington, Minnesota ​ Owned Benihana Manhasset ​ Manhasset, New York ​ Owned Benihana Maple Grove ​ Maple Grove, Minnesota ​ Owned Benihana Memphis ​ Memphis, Tennessee ​ Owned Benihana Miami Beach ​ Miami Beach, Florida ​ Owned Benihana Miami-S ​ Miami, Florida ​ Owned Benihana Milwaukee ​ Milwaukee, Wisconsin ​ Franchised Benihana Minneapolis ​ Minneapolis, Minnesota ​ Owned Benihana Miramar ​ Miramar, Florida ​ Owned Benihana Monterrey II ​ Monterey, California ​ Franchised Benihana Newport Beach ​ Newport Beach, California ​ Owned 22 Table of Contents Benihana NY West ​ New York, New York ​ Owned Benihana Ontario ​ Ontario, California ​ Owned Benihana Orlando ​ Orlando, Florida ​ Owned Benihana Orlando II ​ Orlando, Florida ​ Owned Benihana Palm Beach ​ Palm Beach, Aruba ​ Franchised Benihana Panama City ​ Panama City, Panama ​ Franchised Benihana Pittsburgh ​ Pittsburgh, Pennsylvania ​ Owned Benihana Plano ​ Plano, Texas ​ Owned Benihana Plymouth Meeting ​ Plymouth Meeting, Pennsylvania ​ Owned Benihana Puente Hills ​ Puente Hills, California ​ Owned Benihana Salt Lake City ​ Salt Lake City, Utah ​ Owned Benihana San Diego ​ San Diego, California ​ Owned Benihana San Francisco ​ San Francisco, California ​ Owned Benihana San Salvador ​ San Salvador, El Salvador ​ Franchised Benihana Santa Anita ​ Santa Anita, California ​ Owned Benihana Santa Monica ​ Santa Monica, California ​ Owned Benihana Schaumburg ​ Schaumburg, Illinois ​ Owned Benihana Scottsdale ​ Scottsdale, Arizona ​ Owned Benihana Short Hills ​ Short Hills, New Jersey ​ Owned Benihana Sprint Center ​ Kansas City, Missouri ​ Owned Benihana Stuart ​ Stuart, Florida ​ Owned Benihana Sugar Land ​ Sugar Land, Texas ​ Owned Benihana Talking Stick Resort Arena (1) ​ Phoenix, Arizona ​ Owned Benihana Temecula ​ Temecula, California ​ Owned Benihana Torrance ​ Torrance, California ​ Owned Benihana Troy ​ Troy, Michigan ​ Owned Benihana Westbury ​ Westbury, New York ​ Owned Benihana Wheeling ​ Wheeling, Illinois ​ Owned Benihana Woodlands ​ Woodlands, Texas ​ Owned Benihana Yankee Stadium (1) ​ New York, New York ​ Owned (1) Located within a sports arena ​ ​ 23 Table of Contents Our Grill Concepts locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Location ​ Interest Kona Grill Alpharetta ​ Alpharetta, Georgia ​ Owned Kona Grill Baltimore ​ Baltimore, Maryland ​ Owned Kona Grill Boca Park ​ Las Vegas, Nevada ​ Owned Kona Grill Boise ​ Meridian, Idaho ​ Owned Kona Grill Carmel ​ Carmel, Indiana ​ Owned Kona Grill Cincinnati ​ Cincinnati, Ohio ​ Owned Kona Grill Columbus ​ Columbus, Ohio ​ Owned Kona Grill Dallas ​ Dallas, Texas ​ Owned Kona Grill Denver ​ Denver, Colorado ​ Owned Kona Grill Eden Prairie ​ Eden Prairie, Minnesota ​ Owned Kona Grill El Paso ​ El Paso, Texas ​ Owned Kona Grill Gilbert ​ Gilbert, Arizona ​ Owned Kona Grill Huntsville ​ Huntsville, Alabama ​ Owned Kona Grill Kansas City ​ Kansas City, Missouri ​ Owned Kona Grill Minnetonka ​ Minnetonka, Minnesota ​ Owned Kona Grill North Star ​ San Antonio, Texas ​ Owned Kona Grill Oak Brook ​ Oak Brook, Illinois ​ Owned Kona Grill Omaha ​ Omaha, Nebraska ​ Owned Kona Grill Phoenix ​ Phoenix, Arizona ​ Owned Kona Grill Plano ​ Plano, Texas ​ Owned Kona Grill Riverton ​ Riverton, Utah ​ Owned Kona Grill San Antonio ​ San Antonio, Texas ​ Owned Kona Grill Sarasota ​ Sarasota, Florida ​ Owned Kona Grill Tampa ​ Tampa, Florida ​ Owned Kona Grill Tigard ​ Tigard, Oregon ​ Owned Kona Grill Troy ​ Troy, Michigan ​ Owned Kona Grill Woodbridge ​ Iselin, New Jersey ​ Owned RA Sushi Addison ​ Addison, Texas ​ Owned RA Sushi Ahwatukee ​ Phoenix, Arizona ​ Owned RA Sushi Chino Hills ​ Chino Hills, California ​ Owned RA Sushi Downtown Austin ​ Austin, Texas ​ Owned RA Sushi Houston ​ Houston, Texas ​ Owned RA Sushi Houston II ​ Houston, Texas ​ Owned RA Sushi Las Vegas ​ Las Vegas, Nevada ​ Owned RA Sushi Leawood ​ Leawood, Kansas ​ Owned RA Sushi Mesa ​ Mesa, Arizona ​ Owned RA Sushi North Scottsdale ​ Scottsdale, Arizona ​ Owned RA Sushi Pembroke Pines ​ Pembroke Pines, Florida ​ Owned RA Sushi Plantation Walk ​ Plantation, Florida ​ Owned RA Sushi Scottsdale ​ Scottsdale, Arizona ​ Owned RA Sushi Southlake ​ Southlake, Texas ​ Owned RA Sushi Times Square ​ New York, New York ​ Owned RA Sushi Tucson ​ Tucson, Arizona ​ Owned ​ 24 Table of Contents Our ONE Hospitality brands and F&B services locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Hotel/Casino/Special Venue ​ Location ​ Interest Bao Yum (1) ​ — ​ London, England ​ Owned F&B Services - Hippodrome ​ Hippodrome Casino ​ London, England ​ Managed F&B Services - ME Milan ​ ME Milan ​ Milan, Italy ​ Managed F&B Services - W Hotel ​ W Hotel ​ Los Angeles, California ​ Owned Heliot ​ Hippodrome Casino ​ London, England ​ Managed Hideout ​ W Hotel ​ Los Angeles, California ​ Owned Radio Rooftop Bar ​ ME Milan ​ Milan, Italy ​ Managed Rivershore Bar & Grill ​ Rivershore BW Plus ​ Oregon City, Oregon ​ Managed Salt Water Social ​ — ​ Denver, Colorado ​ Owned (1) Temporary location ​ In addition to the locations above, we lease office space for support offices in Denver, Colorado; New York, New York; Scottsdale, Arizona; Aventura, Florida; and London, England. ​ ​ 25 Table of Contents
Biggest changeLauderdale ​ Lauderdale-by-the-Sea, Florida ​ Owned Benihana Hard Rock Stadium ​ Miami Gardens, Florida ​ Sports arena Benihana Houston I ​ Houston, Texas ​ Owned Benihana Houston II ​ Houston, Texas ​ Owned Benihana Indianapolis ​ Indianapolis, Indiana ​ Owned Benihana Jardim Europa ​ Jardim Europa, Brazil ​ Franchised Benihana John Hancock ​ Chicago, Illinois ​ Owned Benihana Key West ​ Key West, Florida ​ Franchised Benihana Las Colinas ​ Irving, Texas ​ Owned Benihana Las Vegas ​ Las Vegas, Nevada ​ Owned Benihana Las Vegas ​ Las Vegas, Nevada ​ Franchised Benihana Little Rock ​ Little Rock, Arkansas ​ Franchised Benihana Lombard ​ Lombard, Illinois ​ Owned Benihana Mall Of America ​ Bloomington, Minnesota ​ Owned Benihana Manhasset ​ Manhasset, New York ​ Owned Benihana Maple Grove ​ Maple Grove, Minnesota ​ Owned Benihana Memphis ​ Memphis, Tennessee ​ Owned Benihana Miami Beach ​ North Bay Village, Florida ​ Owned Benihana Miami-Samurai ​ Miami, Florida ​ Owned Benihana Milwaukee ​ Milwaukee, Wisconsin ​ Franchised Benihana Minneapolis ​ Golden Valley, Minnesota ​ Owned Benihana Miramar ​ Miramar, Florida ​ Owned Benihana Monterey (1) ​ Monterey, California ​ Owned 22 Table of Contents Benihana Newport Beach ​ Newport Beach, California ​ Owned Benihana NY West ​ New York, New York ​ Owned Benihana Ontario ​ Ontario, California ​ Owned Benihana Orlando ​ Orlando, Florida ​ Owned Benihana Orlando II ​ Orlando, Florida ​ Owned Benihana Palm Beach ​ Palm Beach, Aruba ​ Franchised Benihana Panama City ​ Panama City, Panama ​ Franchised Benihana Pittsburgh ​ Pittsburgh, Pennsylvania ​ Owned Benihana Plano ​ Plano, Texas ​ Owned Benihana Plymouth Meeting ​ Plymouth Meeting, Pennsylvania ​ Owned Benihana Puente Hills ​ City of Industry, California ​ Owned Benihana Salt Lake City ​ Salt Lake City, Utah ​ Owned Benihana San Diego ​ San Diego, California ​ Owned Benihana San Francisco ​ San Francisco, California ​ Owned Benihana San Mateo ​ San Mateo, California ​ Owned Benihana San Salvador ​ San Salvador, El Salvador ​ Franchised Benihana Santa Anita ​ Arcadia, California ​ Owned Benihana Santa Monica ​ Santa Monica, California ​ Owned Benihana Schaumburg ​ Schaumburg, Illinois ​ Owned Benihana Scottsdale ​ Scottsdale, Arizona ​ Owned Benihana Short Hills ​ Short Hills, New Jersey ​ Owned Benihana Stuart ​ Stuart, Florida ​ Owned Benihana Sugar Land ​ Sugar Land, Texas ​ Owned Benihana Mortgage Matchup Center ​ Phoenix, Arizona ​ Sports arena Benihana Temecula ​ Temecula, California ​ Owned Benihana Torrance ​ Torrance, California ​ Owned Benihana Troy ​ Troy, Michigan ​ Owned Benihana UBS Arena ​ Elmont, New York ​ Sports arena Benihana Westbury ​ Westbury, New York ​ Owned Benihana Wheeling ​ Wheeling, Illinois ​ Owned Benihana Woodlands ​ The Woodlands, Texas ​ Owned Benihana Yankee Stadium ​ New York, New York ​ Sports arena (1) Converted from a franchised restaurant to a Company-owned restaurant in February 2026. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23 Table of Contents Our Grill Concepts locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Location ​ Interest Kona Grill Alpharetta ​ Alpharetta, Georgia ​ Owned Kona Grill Baltimore (1) ​ Baltimore, Maryland ​ Owned Kona Grill Boca Park ​ Las Vegas, Nevada ​ Owned Kona Grill Boise ​ Meridian, Idaho ​ Owned Kona Grill Carmel ​ Carmel, Indiana ​ Owned Kona Grill Cincinnati ​ Cincinnati, Ohio ​ Owned Kona Grill Columbus ​ Columbus, Ohio ​ Owned Kona Grill Dallas ​ Dallas, Texas ​ Owned Kona Grill Denver ​ Denver, Colorado ​ Owned Kona Grill Desert Ridge ​ Phoenix, Arizona ​ Owned Kona Grill Eden Prairie ​ Eden Prairie, Minnesota ​ Owned Kona Grill El Paso ​ El Paso, Texas ​ Owned Kona Grill Gilbert ​ Gilbert, Arizona ​ Owned Kona Grill Huntsville ​ Huntsville, Alabama ​ Owned Kona Grill Kansas City ​ Kansas City, Missouri ​ Owned Kona Grill Landmark (2) ​ San Antonio, Texas ​ Owned Kona Grill North Star ​ San Antonio, Texas ​ Owned Kona Grill Oak Brook ​ Oak Brook, Illinois ​ Owned Kona Grill Riverton (1) ​ Riverton, Utah ​ Owned Kona Grill Tampa ​ Tampa, Florida ​ Owned Kona Grill Tigard (1) ​ Tigard, Oregon ​ Owned Kona Grill Troy ​ Troy, Michigan ​ Owned Kona Grill Woodbridge ​ Iselin, New Jersey ​ Owned RA Sushi Addison ​ Dallas, Texas ​ Owned RA Sushi Chino Hills (1) ​ Chino Hills, California ​ Owned RA Sushi Downtown Austin ​ Austin, Texas ​ Owned RA Sushi Houston ​ Houston, Texas ​ Owned RA Sushi Houston II ​ Houston, Texas ​ Owned RA Sushi Leawood (1) ​ Leawood, Kansas ​ Owned RA Sushi Mesa ​ Mesa, Arizona ​ Owned RA Sushi North Scottsdale ​ Scottsdale, Arizona ​ Owned RA Sushi Pembroke Pines ​ Pembroke Pines, Florida ​ Owned RA Sushi Plantation Walk ​ Plantation, Florida ​ Owned RA Sushi Times Square ​ New York, New York ​ Owned RA Sushi Tucson ​ Tucson, Arizona ​ Owned (1) Temporarily closed for conversion (2) Opened in January 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24 Table of Contents Our ONE Hospitality brands and F&B services locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Hotel/Casino/Special Venue ​ Location ​ Interest F&B Services - Hippodrome ​ Hippodrome Casino ​ London, England ​ Managed (1) F&B Services - ME Milan ​ ME Milan ​ Milan, Italy ​ Managed Heliot ​ Hippodrome Casino ​ London, England ​ Managed (1) Radio Rooftop Bar ​ ME Milan ​ Milan, Italy ​ Managed Rivershore Bar & Grill ​ Rivershore BW Plus ​ Oregon City, Oregon ​ Managed Salt Water Social ​ — ​ Denver, Colorado ​ Owned (1) Management services consulting agreement ​ In addition to the locations above, we lease office space for support offices in Denver, Colorado; New York, New York; Scottsdale, Arizona; Aventura, Florida; and London, England.
(2) Ownership in location is 64.81%. ​ ​ 21 Table of Contents Our Benihana locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Location ​ Interest Benihana Addison Walk ​ Dallas, Texas ​ Owned Benihana Alpharetta ​ Alpharetta, Georgia ​ Owned Benihana Anaheim ​ Anaheim, California ​ Owned Benihana Anchorage ​ Anchorage, Alaska ​ Owned Benihana Atlanta I ​ Atlanta, Georgia ​ Owned Benihana Beaverton ​ Beaverton, Oregon ​ Owned Benihana Bethesda II ​ Bethesda, Maryland ​ Owned Benihana Boca Raton ​ Boca Raton, Florida ​ Owned Benihana (Express) Brickell Miami ​ Miami, Florida ​ Franchised Benihana Broomfield ​ Broomfield, Colorado ​ Owned Benihana Burlingame ​ Burlingame, California ​ Owned Benihana Carlsbad ​ Carlsbad, California ​ Owned Benihana Chandler ​ Chandler, Arizona ​ Owned Benihana Cherry Hill ​ Cherry Hill, New Jersey ​ Owned Benihana Cincinnati I ​ Cincinnati, Ohio ​ Owned Benihana Cleveland ​ Cleveland, Ohio ​ Owned Benihana Columbus ​ Columbus, Ohio ​ Owned Benihana Concord ​ Concord, California ​ Owned Benihana Conroe ​ Conroe, Texas ​ Owned Benihana Coral Gables ​ Coral Gables, Florida ​ Owned Benihana Coral Springs ​ Coral Springs, Florida ​ Owned Benihana Cupertino ​ Cupertino, California ​ Owned Benihana Dallas ​ Dallas, Texas ​ Owned Benihana Dearborn ​ Dearborn, Michigan ​ Owned Benihana Denver ​ Denver, Colorado ​ Owned Benihana Downey ​ Downey, California ​ Owned Benihana Dulles ​ Dulles, Virginia ​ Owned Benihana Edison ​ Edison, New Jersey ​ Franchised Benihana Encino ​ Encino, California ​ Owned Benihana Farmington Hills ​ Farmington Hills, Michigan ​ Owned Benihana Ft.
(2) Ownership in location is 64.81%. ​ ​ 21 Table of Contents Our Benihana locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Location ​ Interest Benihana Addison Walk ​ Dallas, Texas ​ Owned Benihana Alpharetta ​ Alpharetta, Georgia ​ Owned Benihana Anaheim ​ Anaheim, California ​ Owned Benihana Anchorage ​ Anchorage, Alaska ​ Owned Benihana Atlanta I ​ Atlanta, Georgia ​ Owned Benihana Express Bayside ​ Miami, Florida ​ Franchised Benihana Beaverton ​ Beaverton, Oregon ​ Owned Benihana Bethesda II ​ Bethesda, Maryland ​ Owned Benihana Boca Raton ​ Boca Raton, Florida ​ Owned Benihana Express Brickell Miami ​ Miami, Florida ​ Franchised Benihana Broomfield ​ Broomfield, Colorado ​ Owned Benihana Burlingame ​ Burlingame, California ​ Owned Benihana Carlsbad ​ Carlsbad, California ​ Owned Benihana Chandler ​ Chandler, Arizona ​ Owned Benihana Cherry Hill ​ Pennsauken, New Jersey ​ Owned Benihana Cincinnati I ​ Cincinnati, Ohio ​ Owned Benihana Cleveland ​ Cleveland, Ohio ​ Owned Benihana Columbus ​ Columbus, Ohio ​ Owned Benihana Concord ​ Concord, California ​ Owned Benihana Conroe ​ Conroe, Texas ​ Owned Benihana Coral Gables ​ Coral Gables, Florida ​ Owned Benihana Coral Springs ​ Coral Springs, Florida ​ Owned Benihana Cupertino ​ Cupertino, California ​ Owned Benihana Dallas ​ Dallas, Texas ​ Owned Benihana Dearborn ​ Dearborn, Michigan ​ Owned Benihana Denver ​ Denver, Colorado ​ Owned Benihana Downey ​ Downey, California ​ Owned Benihana Dulles ​ Dulles, Virginia ​ Owned Benihana Edison ​ Edison, New Jersey ​ Franchised Benihana Encino ​ Encino, California ​ Owned Benihana Farmington Hills ​ Northville, Michigan ​ Owned Benihana Ft.
Our STK locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Hotel/Casino/Special Venue ​ Location ​ Interest STK Atlanta ​ — ​ Atlanta, Georgia ​ Owned STK Aventura ​ Aventura Mall ​ Aventura, Florida ​ Owned STK Bellevue ​ — ​ Bellevue, Washington ​ Owned STK Boston ​ — ​ Boston, Massachusetts ​ Owned STK Charlotte ​ — ​ Charlotte, North Carolina ​ Owned STK Chicago ​ — ​ Chicago, Illinois ​ Owned STK Dallas ​ — ​ Dallas, Texas ​ Owned STK Denver ​ — ​ Denver, Colorado ​ Owned STK Doha ​ The Ritz-Carlton ​ Doha, Qatar ​ Licensed STK Downtown (1) ​ — ​ New York, New York ​ Owned (2) STK Dubai ​ Jumeirah Beach Residence ​ Dubai, United Arab Emirates ​ Licensed STK Ibiza ​ Ibiza Corso Hotel & Spa ​ Illes Balears, Spain ​ Licensed STK Las Vegas ​ The Cosmopolitan ​ Las Vegas, Nevada ​ Managed STK London ​ ME London ​ London, England ​ Managed STK Los Cabos ​ Los Cabos Airport ​ Cabo San Lucas, Mexico ​ Licensed STK Miami Beach ​ — ​ Miami Beach, Florida ​ Owned STK Midtown ​ — ​ New York, New York ​ Owned STK Milan ​ ME Milan ​ Milan, Italy ​ Managed STK Nashville ​ — ​ Nashville, Tennessee ​ Owned STK Niagara Falls ​ Embassy Suites ​ Ontario, Canada ​ Managed STK Orlando (1) ​ Disney Springs ​ Orlando, Florida ​ Owned STK Salt Lake City ​ — ​ Salt Lake City, Utah ​ Owned STK San Diego (1) ​ Andaz Hotel ​ San Diego, California ​ Owned STK San Juan ​ Condado Vanderbilt Hotel ​ San Juan, Puerto Rico ​ Licensed STK San Francisco ​ — ​ San Francisco, California ​ Owned STK Scottsdale (1) ​ — ​ Scottsdale, Arizona ​ Managed STK Stratford ​ The Gantry London ​ London, England ​ Managed STK Toronto ​ — ​ Toronto, Canada ​ Managed STK Westwood ​ W Hotel ​ Los Angeles, California ​ Owned STK Washington DC ​ Marriot Marquis ​ Washington, D.C. ​ Owned (1) Location includes an owned rooftop lounge, except for the STK Rooftop San Diego which is a licensed location and STK Rooftop Scottsdale which is a managed location.
Our STK locations are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Venue ​ Hotel/Casino/Special Venue ​ Location ​ Interest STK Atlanta ​ — ​ Atlanta, Georgia ​ Owned STK Aventura ​ — ​ Aventura, Florida ​ Owned STK Bellevue ​ — ​ Bellevue, Washington ​ Owned STK Boston ​ — ​ Boston, Massachusetts ​ Owned STK Charlotte ​ — ​ Charlotte, North Carolina ​ Owned STK Chicago ​ — ​ Chicago, Illinois ​ Owned STK Dallas ​ — ​ Dallas, Texas ​ Owned STK Denver ​ — ​ Denver, Colorado ​ Owned STK Doha ​ The Ritz-Carlton ​ Doha, Qatar ​ Licensed STK Downtown (1) ​ — ​ New York, New York ​ Owned (2) STK Dubai ​ Jumeirah Beach Residence ​ Dubai, United Arab Emirates ​ Licensed STK Las Vegas ​ The Cosmopolitan ​ Las Vegas, Nevada ​ Managed STK London ​ ME London ​ London, England ​ Managed STK Los Cabos ​ Los Cabos Airport ​ Cabo San Lucas, Mexico ​ Licensed STK Miami Beach ​ — ​ Miami Beach, Florida ​ Owned STK Midtown ​ — ​ New York, New York ​ Owned STK Milan ​ ME Milan ​ Milan, Italy ​ Managed STK Nashville ​ — ​ Nashville, Tennessee ​ Owned STK Niagara Falls ​ Embassy Suites by Hilton Niagara Falls Fallsview ​ Ontario, Canada ​ Licensed STK Oak Brook ​ — ​ Oak Brook, Illinois ​ Owned STK Orlando (1) ​ Disney Springs ​ Orlando, Florida ​ Owned STK Salt Lake City ​ — ​ Salt Lake City, Utah ​ Owned STK San Diego (1) ​ Andaz Hotel ​ San Diego, California ​ Owned STK San Francisco ​ — ​ San Francisco, California ​ Owned STK San Juan ​ Condado Vanderbilt Hotel ​ San Juan, Puerto Rico ​ Licensed STK Scottsdale ​ — ​ Scottsdale, Arizona ​ Owned STK Stratford ​ The Gantry London ​ London, England ​ Managed STK Topanga ​ — ​ Los Angeles, California ​ Owned STK Toronto ​ — ​ Toronto, Canada ​ Managed STK Washington DC ​ Marriot Marquis ​ Washington, D.C. ​ Owned STK Westwood ​ — ​ Los Angeles, California ​ Owned (1) Location includes an owned rooftop lounge, except for the STK Rooftop San Diego which is a licensed location.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest change“Financial Statements and Supplementary Data.” For more information about the impact of legal proceedings in our business, see Item 1A. “Risk Factors”. Item 4. Mine Safety Disclosures Not applicable. ​ 26 Table of Contents PART II ​
Biggest change“Financial Statements and Supplementary Data.” For more information about the impact of legal proceedings in our business, see Item 1A. “Risk Factors”. Item 4. Mine Safety Disclosures Not applicable. ​ 25 Table of Contents PART II ​

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 26 ​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 6. [Reserved] 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 45 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 25 ​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. [Reserved] 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46 Item 8.
Removed
Financial Statements and Supplementary Data 45 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 45 Item 9A. Controls and Procedures 46 Item 9B. Other Information 48

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn March 2024, the Company’s Board of Directors authorized an additional $5.0 million of repurchases under this program. During 2024, 2023 and 2022, the Company purchased 0.7 million, 1.2 million and 1.1 million shares for aggregate consideration of $3.2 million, $7.9 million and $7.1 million, respectively.
Biggest changeThe Company completed the repurchase of $15.0 million shares of common stock by December 2023. In March 2024, the Company’s Board of Directors authorized an additional $5.0 million of repurchases under the repurchase program. During 2025 and 2024, the Company purchased 0.4 million and 0.7 million shares of common stock for aggregate consideration of $1.1 million and $3.2 million, respectively.
We currently intend to retain our earnings to finance our growth. Issuer Purchases of Equity Securities In September 2022, the Company’s Board of Directors authorized a repurchase program of up to $10.0 million of outstanding common stock. In May 2023, the Company’s Board of Directors authorized an additional $5.0 million to this program.
We currently intend to retain our earnings to finance our growth. Issuer Purchases of Equity Securities In September 2022, the Company’s Board of Directors authorized a repurchase program of up to $10.0 million of outstanding common stock and in May 2023 authorized an additional $5.0 million of repurchases.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NASDAQ Capital Market under the symbol "STKS". As of February 28, 2025, there were 68 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NASDAQ Capital Market under the symbol "STKS". As of February 28, 2026, there were 63 holders of record of our common stock.
As of December 31, 2024, the Company had repurchased 3.0 million shares for $18.2 million under the program. During the fourth quarter of 2024, there was no share repurchase activity. ​
As of December 28, 2025, the Company had repurchased 3.4 million shares for $19.3 million under the program. During the fourth quarter of 2025, there was no share repurchase activity. ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(2) Non-cash rent expense is included in owned restaurant operating expenses, pre-opening expenses and general and administrative expense on the consolidated statements of operations. ​ The following table presents a reconciliation of Operating income to Restaurant Operating Profit for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2024 2023 Operating income as reported ​ $ 10,771 ​ $ 9,294 Management, license, franchise and incentive fee revenue ​ (14,429) ​ (15,403) General and administrative ​ 44,170 ​ 30,751 Depreciation and amortization ​ 34,096 ​ 15,664 Transition and integration expenses ​ ​ 13,681 ​ ​ — Pre-opening expenses ​ ​ 9,488 ​ ​ 8,855 Transaction and exit costs ​ ​ 9,326 ​ ​ 207 Lease termination expenses ​ 1,096 ​ — Other expenses ​ 124 ​ 1,021 Restaurant Operating Profit ​ $ 108,323 ​ $ 50,389 Restaurant Operating Profit as a percentage of owned restaurant net revenue ​ ​ 16.4% ​ ​ 15.9% ​ Restaurant Operating Profit by brand is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2024 2023 STK restaurant operating profit (Company owned) ​ $ 38,106 ​ $ 38,023 STK restaurant operating profit (Company owned) as a percentage of STK revenue (Company owned) ​ ​ 18.6% ​ ​ 20.5% Benihana restaurant operating profit (Company owned) ​ $ 59,597 ​ $ — Benihana restaurant operating profit (Company owned) as a percentage of Benihana revenue (Company owned) ​ ​ 20.1% ​ ​ — Core Grill Concepts restaurant operating profit ​ $ 11,180 ​ $ 12,134 Core Grill Concepts restaurant operating profit as a percentage of Core Grill Concepts revenue ​ ​ 8.1% ​ ​ 10.4% Non-core Grill Concepts restaurant operating profit ​ $ (1,764) ​ $ 171 Non-core Grill Concepts restaurant operating profit as a percentage of Non-core Grill Concepts revenue ​ ​ (10.1)% ​ ​ 1.1% 37 Table of Contents Results of Operations for the Years Ended December 31, 2024 and December 31, 2023 Revenues Owned restaurant net revenue .
Biggest change(2) Grill Concepts restaurants closed or to be closed owned restaurant net revenue for the three months ending March 31, 2024, June 30,2024, September 30, 2024 were $6.4 million, $9.7 million and $10.5 million, respectively. ​ The following table presents a reconciliation of Operating income to Restaurant Operating Profit for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ 2024 Operating income as reported ​ $ 8,001 ​ $ 8,897 Management, license, franchise and incentive fee revenue ​ ​ (13,960) ​ ​ (14,429) General and administrative ​ ​ 52,540 ​ ​ 44,234 Depreciation and amortization ​ ​ 43,192 ​ ​ 34,096 Transition and integration expenses ​ ​ 11,202 ​ ​ 13,681 Loss on impairment of non-current assets ​ ​ 10,610 ​ ​ — Lease termination and exit expenses ​ ​ 7,949 ​ ​ 1,567 Pre-opening expenses ​ ​ 5,741 ​ ​ 9,509 Transaction and exit costs ​ ​ 256 ​ ​ 8,855 Grill Concepts restaurants closed or to be closed (1) ​ ​ 1,973 ​ ​ 1,107 Other (income) expenses ​ ​ (418) ​ ​ 124 Restaurant Operating Profit ​ 127,086 ​ 107,641 Restaurant Operating Profit as a percentage of owned restaurant net revenue, excluding Grill Concepts restaurants closed or to be closed ​ ​ 16.6% ​ ​ 17.3% Non-Cash Rent ​ (644) ​ ​ 621 Restaurant EBITDA ​ ​ 126,442 ​ ​ 108,262 Restaurant EBITDA as a percentage of owned restaurant net revenue, excluding Grill Concepts restaurants closed or to be closed ​ ​ 16.5% ​ ​ 17.4% (1) Grill Concepts restaurants closed or to be closed are comprised of Restaurant Operating Profit from Grill Concepts restaurants closed prior to December 28, 2025 or to be closed in the first quarter of 2026. ​ 37 Table of Contents Restaurant Operating Profit by brand is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, ​ For the year ended December 31, ​ ​ 2025 ​ 2024 STK restaurant operating profit (Company owned) ​ $ 37,888 ​ $ 38,106 STK restaurant operating profit (Company owned) as a percentage of STK revenue (Company owned) ​ ​ 17.9% ​ ​ 18.6% Benihana restaurant operating profit (Company owned) (1) ​ $ 80,684 ​ $ 58,133 Benihana restaurant operating profit (Company owned) as a percentage of Benihana revenue (Company owned) (1) ​ ​ 18.3% ​ ​ 19.6% Core Grill Concepts restaurant operating profit (1) ​ $ 8,989 ​ $ 10,390 Core Grill Concepts restaurant operating profit as a percentage of Core Grill Concepts revenue (1) ​ ​ 8.3% ​ ​ 9.3% Non-core Grill Concepts restaurant operating profit excluding Grill Concepts restaurants closed or to be closed (1) ​ $ (772) ​ $ (192) Non-core Grill Concepts restaurant operating profit as a percentage of Non-core Grill Concepts revenue, excluding Grill Concepts restaurants closed or to be closed (1) ​ ​ (14.6)% ​ ​ (3.2)% (1) In 2024, Benihana and RA Sushi, which is within Grill Concepts, only includes the post-acquisition time period of May 1, 2024 through December 31, 2024 while 2025 includes the full year. ​ Restaurant EBITDA by brand is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, ​ For the year ended December 31, ​ ​ 2025 ​ 2024 STK restaurant EBITDA (Company owned) ​ $ 36,868 ​ $ 36,892 STK restaurant EBITDA (Company owned) as a percentage of STK revenue (Company owned) ​ ​ 17.5% ​ ​ 18.0% Benihana restaurant EBITDA (Company owned) (1) ​ $ 82,365 ​ $ 59,608 Benihana restaurant EBITDA (Company owned) as a percentage of Benihana revenue (Company owned) (1) ​ ​ 18.6% ​ ​ 20.1% Core Grill Concepts restaurant EBITDA (1) ​ $ 7,524 ​ $ 10,589 Core Grill Concepts restaurant EBITDA as a percentage of Core Grill Concepts revenue (1) ​ ​ 6.9% ​ ​ 9.5% Non-core Grill Concepts restaurant EBITDA excluding Grill Concepts restaurants closed or to be closed (1) ​ $ (613) ​ $ (325) Non-core Grill Concepts restaurant EBITDA as a percentage of Non-core Grill Concepts revenue, excluding Grill Concepts restaurants closed or to be closed (1) ​ ​ (11.6)% ​ ​ (5.4)% (1) In 2024, Benihana and RA Sushi, which is within Grill Concepts, only includes the post-acquisition time period of May 1, 2024 through December 31, 2024 while 2025 includes the full year. ​ 38 Table of Contents Results of Operations for the Years Ended December 28, 2025 and December 31, 2024 Revenues Owned restaurant net revenue .
However, operating costs during this initial period are also higher than normal, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately to 24 months after opening. Some new restaurants may experience a “honeymoon” period that is either shorter or longer than this time frame.
However, operating costs during this initial period are also higher than normal, resulting in restaurant operating margins that are generally lower during the start-up period of operation and increase to a steady level approximately 24 months after opening. Some new restaurants may experience a “honeymoon” period that is either shorter or longer than this time frame.
Net cash used in investing activities for 2024 was $441.4 million, which was comprised of $369.8 million for the Benihana acquisition, net of cash acquired, and $71.6 million of which $54.5 million primarily related to the construction of new STK, Benihana, Kona Grill and RA Sushi restaurants and $16.3 million related to existing restaurants.
Net cash used in investing activities for 2024 was $441.4 million, which was comprised of $369.8 million for the Benihana acquisition, net of cash acquired, and $71.6 million of which $54.5 million primarily related to the construction of new STK, Benihana, Kona Grill and RA Sushi restaurants and $16.3 million related to existing restaurants. Financing Activities .
In situations where we add functional space and build a restaurant with a mezzanine, covered patio, or rooftop, costs per square feet will increase. Typical cash pre-opening costs are $0.6 million to $0.8 million, excluding the impact of cash and non-cash pre-opening rent.
In situations where we add functional space and build a restaurant with a mezzanine, covered patio, or rooftop, costs per square feet will increase. Typical cash pre-opening expenses are $0.6 million to $0.8 million, excluding the impact of cash and non-cash pre-opening rent.
We believe we could grow the Benihana brand to 400 restaurants over the foreseeable future. We expect to open one to three Benihanas annually, primarily through Company-owned locations and franchising agreements, provided that we have sufficient interest from prospective franchisees, acceptable locations and quality restaurant managers available to support that pace of growth.
We believe we could grow the Benihana brand to 400 restaurants over the foreseeable future. We expect to open three to five Benihanas annually, primarily through Company-owned locations and franchising agreements, provided that we have sufficient interest from prospective franchisees, acceptable locations and quality restaurant managers available to support that pace of growth.
For each restaurant opening, we incur pre-opening costs, which are defined below. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (also referred to in the restaurant industry as the “honeymoon” period), which decrease to a steady level approximately 24 months after opening.
For each restaurant opening, we incur pre-opening expenses, which are defined below. Typically, new restaurants open with an initial start-up period of higher than normalized sales volumes (also referred to in the restaurant industry as the “honeymoon” period), which decrease to a steady level approximately 24 months after opening.
The recording of deferred taxes requires significant management judgment regarding the interpretation of applicable statutes, the status of various income tax audits, and our particular facts and circumstances. 42 Table of Contents Impairment of Long-Lived Assets and Disposal of Property and Equipment Long-lived assets, which include property and equipment and right-of-use assets for operating leases , are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be fully recoverable.
The recording of deferred taxes requires significant management judgment regarding the realizability of the deferred tax assets, interpretation of applicable statutes, the status of various income tax audits, and our particular facts and circumstances. 43 Table of Contents Impairment of Long-Lived Assets and Disposal of Property and Equipment Long-lived assets, which include property and equipment and right-of-use assets for operating leases , are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be fully recoverable.
We believe that our operating margins will improve 30 Table of Contents through growth in same store sales, as defined below in Key Performance Indicators, and a reduction of store-level operating expenses. Acquisitions . We continue to evaluate potential acquisition opportunities.
We believe that our operating margins will improve through growth in same store sales, as defined below in Key Performance Indicators, and a reduction of store-level operating expenses. 29 Table of Contents Acquisitions . We continue to evaluate potential acquisition opportunities.
Outside services include music and entertainment costs, such as the use of live DJ’s, security services, outside cleaning services and delivery service fees. ​ ● Repairs and maintenance . Repairs and maintenance consist of general repair work to maintain our facilities, and computer maintenance contracts.
Outside services include music and entertainment costs, such as the use of live DJ’s, security services, outside cleaning services and delivery service fees. ​ ● Repairs and maintenance . Repairs and maintenance consist of general repair work to maintain our facilities, including preventative maintenance, and computer maintenance contracts.
The process for estimating fair values in many cases requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount and royalty rates. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates. 44 Table of Contents
The process for estimating fair values in many cases requires the use of significant estimates, assumptions and judgments, including determining the timing and estimates of future cash flows and developing appropriate discount and royalty rates. Unanticipated events or circumstances may occur which could affect the accuracy of our fair value estimates.
Owned restaurant cost of sales includes all owned restaurant food and beverage expenditures. We measure cost of goods as a percentage of owned restaurant net revenues. Owned restaurant cost of 32 Table of Contents sales are generally influenced by the cost of food and beverage items, menu mix, discounting activity and restaurant level controls. See “Item 1A.
Owned restaurant cost of sales includes all owned restaurant food and beverage expenditures. We measure cost of goods as a percentage of owned restaurant net revenues. Owned restaurant cost of sales are generally influenced by the cost of food and beverage items, menu mix, discounting activity and restaurant level controls. See “Item 1A.
Key assumptions include projected revenue growth and operating expenses, discount rates, royalty rates and other factors that could affect fair value or otherwise indicate potential impairment. These estimates are subjective, and our ability to realize future cash is affected by factors such as changes in economic conditions and operating performance.
Key 44 Table of Contents assumptions include projected revenue growth and operating expenses, discount rates, royalty rates and other factors that could affect fair value or otherwise indicate potential impairment. These estimates are subjective, and our ability to realize future cash is affected by factors such as changes in economic conditions and operating performance.
Pre-opening expenses have varied from location to location depending on a number of factors, including the proximity to our existing restaurants; the amount of rent expensed during the construction and in-restaurant training periods; the size and physical layout of each location; the number of management and hourly employees required to operate each restaurant; the relative difficulty of the restaurant staffing process; the cost of travel and lodging for different metropolitan areas; the timing of the restaurant opening; and the extent of unexpected delays, if any, in obtaining necessary licenses and permits to open the restaurant.
Pre-opening expenses have varied from location to location depending on a number of factors, including the proximity to our existing restaurants; the amount of rent expensed during the construction and in-restaurant training periods; the size and physical layout of each location; the number of management and hourly employees required to operate each restaurant; the relative difficulty of the restaurant staffing process; the cost of travel and lodging for different metropolitan areas; the timing of the restaurant opening; and the extent of unexpected delays, if any, in obtaining necessary licenses and permits to open the restaurant. 32 Table of Contents Transaction and exit costs .
For owned STK restaurants, where we build from a shell state, we have typically targeted a restaurant size of 8,000 square feet with a gross cash investment of approximately $700 to $750 per square foot, exclusive of $150 per square foot in landlord contributions.
For owned STK restaurants, where we build from a shell state, we have typically targeted a restaurant size of 8,000 square feet with a gross cash investment of approximately $600 to $650 per square foot, exclusive of $150 per square foot in landlord contributions.
Included in these costs are expenses related to the implementation of happy hour and wagyu offerings at Benihana and identified duplicate professional service vendors, operational support offices, support positions, and maintenance expenses that will be eliminated in the foreseeable future.
These costs are expenses related to the implementation of happy hour and wagyu offerings at Benihana and identified duplicate professional service vendors, operational support offices, support positions, and maintenance expenses that will be eliminated in the foreseeable future. Lease termination and exit expenses.
Changes in circumstances existing at the measurement date or at other times in the future, or in the estimates associated with management’s judgments and assumptions made in assessing fair value. These fair value assessments could change materially if different estimates and assumptions were used. No quantitative assessments were performed in 2024.
Changes in circumstances existing at the measurement date or at other times in the future, or in the estimates associated with management’s judgments and assumptions made in assessing fair value. These fair value assessments could change materially if different estimates and assumptions were used.
The decrease was primarily attributable to a decrease in revenues at our managed STK restaurants in North America, partially offset from the franchise revenue from the acquired Benihana restaurant franchise agreements. Cost and Expenses Owned restaurant cost of sales .
The decrease was primarily attributable to a decrease in revenues at our managed STK restaurants in the United Kingdom, partially offset from the franchise revenue from the acquired Benihana restaurant franchise agreements. Cost and Expenses Owned restaurant cost of sales .
For the year ended December 31, 2024, beverage sales comprised 17% of food and beverage sales, and food sales comprised the remaining 83%. This indicator assists management in understanding the trends in gross margins of the restaurants. Our primary owned restaurant brands are STK, Benihana, Kona Grill and RA Sushi.
For the year ended December 28, 2025, in-venue beverage sales comprised 17% of food and beverage sales, and in-venue food sales comprised the remaining 83%. This indicator assists management in understanding the trends in gross margins of the restaurants. Our primary owned restaurant brands are STK, Benihana, Kona Grill and RA Sushi.
Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are tested for impairment annually or on an interim basis if events or changes in circumstances between annual tests indicate a potential impairment. First, we determine if, based on qualitative factors, it is more likely than not that an impairment exists.
Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets are tested for impairment annually on the last day of period 10 or on an interim basis if events or changes in circumstances between annual tests indicate a potential impairment. First, we determine if, based on qualitative factors, it is more likely than not that an impairment exists.
Payroll and related expenses consist of manager salaries, hourly staff payroll and other payroll-related items, including taxes, insurance and fringe benefits. We measure our labor cost efficiency by tracking total labor costs as a percentage of owned restaurant net revenues. ​ ● Occupancy .
Owned restaurant operating expenses include the following: 31 Table of Contents ● Payroll and related expenses. Payroll and related expenses consist of manager salaries, hourly staff payroll and other payroll-related items, including taxes, insurance and fringe benefits. We measure our labor cost efficiency by tracking total labor costs as a percentage of owned restaurant net revenues. ​ ● Occupancy .
For the goodwill impairment test, the estimated fair value of the reporting units is determined using a blend of the income approach using a discounted cash flow analysis and the market capitalization approach. The fair value of the trade names and trademarks is estimated using the relief from royalty method.
For the goodwill impairment test, the estimated fair value of the reporting units is determined using a weighting of the income approach using a discounted cash flow analysis and the market approach using the guideline public company method. The fair value of the trade names and trademarks is estimated using the relief from royalty method.
This includes the STK Rooftop in San Diego, CA, which is a licensed location. (2) Includes concepts under the Company’s F&B hospitality management agreements and other venue brands such as Salt Water Social, Bao Yum, Heliot, Hideout, Radio and Rivershore Bar & Grill.
This includes the STK Rooftop in San Diego, CA, which is a licensed location. (2) Includes five temporarily closed venues. (3) Includes concepts under the Company’s F&B hospitality management agreements and other venue brands such as Salt Water Social, Heliot, Radio and Rivershore Bar & Grill.
SSS represents total food and beverage sales at domestic owned and managed restaurants opened for at least a full 24-month period at the beginning of each quarter, which removes the impact of new restaurant openings in comparing the operations of existing restaurants.
SSS represents total food and beverage sales at domestic owned and managed restaurants opened for at least a full 24-month period at the beginning of each quarter, which removes the impact of new restaurant openings in comparing the operations of existing restaurants. For STK SSS, this measure includes total revenue from our owned and managed domestic STK locations.
Revenues from locations where we do not directly control the event sales force are excluded from this measure. Our comparable restaurant base for STK SSS consisted of twelve domestic restaurants for the year ended December 31, 2024. For Benihana SSS, sixty-six domestic restaurants are included in the comparable restaurant base.
Revenues from locations where we do not directly control the event sales force are excluded from this measure. Our comparable restaurant base for STK SSS consisted of thirteen domestic restaurants for the year ended December 28, 2025. For Benihana SSS, sixty-eight domestic restaurants are included in the comparable restaurant base.
Risk Factors — Increases in commodity prices would adversely affect our results of operations.” Owned restaurant operating expenses . We measure owned restaurant operating expenses as a percentage of owned restaurant net revenues. Owned restaurant operating expenses include the following: ● Payroll and related expenses.
Risk Factors — Increases in commodity prices would adversely affect our results of operations.” Owned restaurant operating expenses . We measure owned restaurant operating expenses as a percentage of owned restaurant net revenues.
Average check per person is calculated by dividing total restaurant sales by total number of guests for a specified period. Our management team uses these indicators at STK to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases.
Average transaction is calculated by dividing total restaurant sales by total number of transactions for a specified period. Our management team uses these indicators at Benihana and Grill Concepts to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases.
We also may borrow on our revolving credit facility or issue equity, including preferred stock, to support ongoing business and fund additional expansion. We believe these sources of financing are adequate to support our immediate business operations and plans. As of December 31, 2024, we had cash and cash equivalents of $27.6 million.
We also may borrow on our revolving credit facility or issue equity, including preferred stock, to 40 Table of Contents support ongoing business and fund additional expansion. We believe these sources of financing are adequate to support our immediate business operations and plans. As of December 28, 2025, we had cash and cash equivalents of $4.0 million.
Property and equipment, net of accumulated depreciation and the operating lease right-of-use assets as of December 31, 2024 were $276.1 million and $260.2 million, respectively. From time to time we have decided to close or dispose of restaurants.
Property and equipment, net of accumulated depreciation and the operating lease right-of-use assets as of December 28, 2025 were $278.2 million and $253.2 million, respectively. From time to time we have decided to close or dispose of restaurants.
We recognized a $4.1 million loss on debt extinguishment primarily caused by the prepayment penalty and the recognition of unamortized debt issuance costs related to the debt extinguished. ​ Benefit for income taxes . The benefit for income taxes for 2024 was $7.8 million compared to a benefit for income taxes for $1.8 million for 2023.
We recognized a $4.1 million loss on debt extinguishment primarily caused by the prepayment penalty and the recognition of unamortized debt issuance costs related to the debt extinguished for the year ended December 31, 2024. ​ Provision (benefit) for income taxes .
STK restaurants opened in 2023 and 2024 had a gross cost per square foot of $706 and $132 per square foot in landlord contributions with an average size of 10,618 square feet. For owned Benihana restaurants, where we build from a shell state, we have typically targeted a restaurant size of 7,000 square feet.
STK restaurants opened in 2024 and 2025 had a gross cost per square foot of $689 and $119 per square foot in landlord contributions with an average size of 11,922 square feet. For owned Benihana restaurants, where we build from a shell state, we have typically targeted a restaurant size of 6,000 to 7,000 square feet.
For Grill Concepts SSS, forty domestic restaurants are included in the comparable restaurant base. STK, Benihana and Grill Concepts SSS decreased 8.7%, 1.8% and 13.2%, respectively for 2024 compared to the prior year. Number of Restaurant Openings . Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period.
For Grill Concepts SSS, thirty-four domestic restaurants are included in the comparable restaurant base. STK, Benihana and Grill Concepts SSS decreased 3.7%, 0.8% and 12.5%, respectively, for 2025 compared to the prior year. Number of Restaurant Openings . Number of restaurant openings reflects the number of restaurants opened during a particular fiscal period.
Cash Flows The following table summarizes the statement of cash flows for the years ended December 31, 2024 and December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2024 2023 Net cash provided by (used in): ​ ​ Operating activities ​ $ 44,188 ​ $ 30,781 Investing activities ​ (441,393) ​ (53,550) Financing activities ​ 404,336 ​ (11,248) Effect of exchange rate changes on cash ​ (103) ​ (57) Net increase (decrease) in cash and cash equivalents ​ $ 7,028 ​ $ (34,074) ​ Operating Activities.
Cash Flows The following table summarizes the statement of cash flows for the years ended December 28, 2025 and December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ 2024 Net cash provided by (used in): ​ ​ ​ ​ Operating activities ​ $ 30,312 ​ $ 44,188 Investing activities ​ (57,591) ​ (441,393) Financing activities ​ 3,868 ​ 404,336 Effect of exchange rate changes on cash ​ 3 ​ (103) Net (decrease) increase in cash and cash equivalents ​ $ (23,408) ​ $ 7,028 ​ Operating Activities.
Additionally, in connection with the Benihana Acquisition, on May 1, 2024, the Company entered into a credit agreement with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., HPS Investment Partners, LLC and HG Vora Capital Management, LLC (the “Credit Agreement”).
We borrowed $350.0 million under a credit agreement with Deutsche Bank AG New York Branch, Deutsche Bank Securities Inc., HPS Investment Partners, LLC and HG Vora Capital Management, LLC (the “Credit Agreement”) entered into on May 1, 2024 to finance the Benihana Acquisition.
General and administrative costs increased $13.4 million, or 43.5%, to $44.2 million for 2024 from $30.8 million for 2023. The increase was attributable to incremental headcount associated with the Benihana Acquisition and increased professional fees. As a percentage of revenues, general and administrative costs were 6.6% in 2024 compared to 9.2% in 2023. Depreciation and amortization .
General and administrative costs increased $8.3 million, or 18.8%, to $52.5 million for 2025 from $44.2 million for 2024. The increase was attributable to incremental headcount associated with the Benihana Acquisition and increased travel expenses. As a percentage of revenues, general and administrative costs were 6.5% in 2025 compared to 6.6% in 2024. Depreciation and amortization .
On May 1, 2024, in conjunction with entering into the Credit Agreement, we prepaid the outstanding debt balance under our credit agreement with Goldman Sachs Bank NA to early extinguish the $73.1 million of outstanding term loans.
The weighted average interest rate for 2025 was 10.7% compared to 11.7% for 2024. ​ Loss on early debt extinguishment. On May 1, 2024, in conjunction with entering into the Credit Agreement, we prepaid the outstanding debt balance under our credit agreement with Goldman Sachs Bank NA to early extinguish the $73.1 million of outstanding term loans.
Our management team uses these indicators at Benihana and Grill Concepts to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. Average transaction for comparable Benihana restaurants was $111. The average transaction was $64 for our comparable Grill Concepts restaurants in 2024 compared to $63 for 2023.
Our management team uses these indicators at STK to analyze trends in customers’ preferences, customer expenditures and the overall effectiveness of menu changes and price increases. For our comparable STK restaurants, the average check per person was $129 for 2025 compared to $127 for 2024. Average Transaction .
Overview We currently own, operate, manage, license or franchise 166 venues including 30 STKs, 84 Benihanas, 27 Kona Grills and 16 RA Sushis in major metropolitan cities in North America, Europe, Latin America and the Middle East and 9 F&B venues in four hotels and casinos in the United States and Europe.
Overview We currently own, operate, manage, license or franchise 158 venues including 31 STKs, 86 Benihanas, 23 Kona Grills and 12 RA Sushis in major metropolitan cities in North America, Europe and the Middle East and 6 F&B venues in three hotels and casinos in the United States and Europe.
Our average comparable STK restaurant revenues were $15.5 million and $17.3 million for 2024 and 2023, respectively. For 2024, our average comparable Benihana restaurant revenues were $6.5 million. Our average comparable Grill Concepts restaurant revenues were $3.9 million and $5.2 million for 2024 and 2023, respectively.
Our average comparable STK restaurant revenues were $14.2 million and $15.5 million for 2025 and 2024, respectively. For 2025, our average comparable Benihana restaurant revenues were $6.3 million compared to $6.5 million for 2024.
We incurred $9.5 million of pre-opening expenses primarily related to payroll, training, and non-cash rent for six STK, Kona Grill, RA Sushi and Salt Water Social restaurants which opened in 2024 as well as restaurants currently under development.
We incurred $5.7 million of pre-opening expenses primarily related to payroll, training, and non-cash rent for seven STK and Benihana restaurants which opened in 2025 as well as restaurants currently under development.
Total pre-opening expenses related to non-cash rent were $1.8 million. ​ Detail of pre-opening expenses by category is provided in the tables below for 2024 and 2023 (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 Preopen Expenses Preopen Rent ​ Total Training Team ​ $ 4,904 ​ $ — ​ $ 4,904 Restaurants ​ ​ 2,646 ​ ​ 1,938 ​ ​ 4,584 Total ​ $ 7,550 ​ $ 1,938 ​ $ 9,488 ​ ​ 38 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 Preopen Expenses Preopen Rent ​ Total Training Team ​ $ 3,845 ​ $ — ​ $ 3,845 Restaurants ​ ​ 3,213 ​ ​ 1,797 ​ ​ 5,010 Total ​ $ 7,058 ​ $ 1,797 ​ $ 8,855 (1) Cash rent paid was $0.7 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively. ​ Transaction and exit costs .
Total pre-opening expenses related to non-cash rent were $1.2 million. ​ Detail of pre-opening expenses by category is provided in the tables below for 2025 and 2024 (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 28, 2025 Preopen Expenses ​ ​ ​ Preopen Rent (1) ​ Total Training Team ​ $ 1,115 ​ $ — ​ $ 1,115 Restaurants ​ ​ 2,365 ​ ​ 2,261 ​ ​ 4,626 Total ​ $ 3,480 ​ $ 2,261 ​ $ 5,741 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ ​ ​ Preopen Expenses ​ ​ ​ Preopen Rent (1) ​ Total Training Team ​ $ 4,904 ​ $ — ​ $ 4,904 Restaurants ​ ​ 2,646 ​ ​ 1,959 ​ ​ 4,605 Total ​ $ 7,550 ​ $ 1,959 ​ $ 9,509 (1) Cash rent paid was $1.6 million and $0.7 million for the years ended December 28, 2025 and December 31, 2024, respectively. ​ ​ Transaction and exit costs .
We expect to open four to six STKs annually, primarily through Company-owned locations and management or licensing agreements, provided that we have sufficient interest from prospective licensees, acceptable locations and quality restaurant managers available to support that pace of growth. In 2024, we opened Company-owned STK restaurants in Washington, D.C. and Aventura, Florida.
We expect to open three to five STKs annually, primarily through Company-owned locations and management or licensing agreements, provided that we have sufficient interest from prospective licensees, acceptable locations and quality restaurant managers available to support that pace of growth. In 2025, we opened Company-owned STK restaurants in Los Angeles, California, Canoga Park, California and Oak Brook, Illinois.
Owned restaurant operating costs as a percentage of owned restaurant net revenue increased 220 basis points from 60.3% in 2023 to 62.5% for 2024 primarily due to higher labor costs driven by wage inflation, increased marketing expenses, general operating cost inflation and fixed cost deleveraging driven by a decrease in same store sales, partially offset by lower restaurant operating costs for Benihana restaurants. ​ General and administrative .
Owned restaurant operating costs as a percentage of owned restaurant net revenue increased 70 basis points from 62.8% in 2024 to 63.5% for 2025 primarily due to general cost inflation and fixed cost deleveraging driven by a decrease in same store sales. ​ General and administrative .
See “Results of Operations” below for a reconciliation of Operating income (loss), the most directly comparable GAAP measure to restaurant operating profit.
See “Results of Operations” below for a reconciliation of Operating income (loss), the most directly comparable GAAP measure to restaurant operating profit and a reconciliation of Owned restaurant net revenue, the most directly comparable GAAP measure to owned restaurant net revenue, excluding Grill Concepts locations closed or to be closed.
Net capital expenditures, inclusive of $6.9 million in landlord contributions, was $64.7 million for 2024.
Net capital expenditures, inclusive of $6.3 million in landlord contributions, was $51.3 million for 2025.
Transaction and exit costs were $9.3 million for 2024. These costs primarily included investment banking, legal and professional fees incurred in conjunction with the Benihana Acquisition, which closed on May 1, 2024. ​ Transition and integration costs . In 2024, we incurred $13.7 million of transition and integration costs associated with the Benihana Acquisition, which closed on May 1, 2024.
Transaction and exit costs were $0.3 million and $8.9 million for 2025 and 2024, respectively. These costs primarily included investment banking, legal and professional fees incurred in conjunction with the Benihana Acquisition, which closed on May 1, 2024. ​ Other (income) expenses. Other income in 2025 was $0.4 million compared to an expense of $0.1 million in 2024.
As a percentage of revenues, cost of sales decreased 280 basis points to 21.1% for 2024 from 23.9% for 2023 primarily due to lower cost of sales for Benihana restaurants, product mix management, pricing and operational cost reduction initiatives partially offset by increased commodity prices. Owned restaurant operating expenses .
As a percentage of revenues, cost of sales decreased 40 basis points to 20.7% for 2025 from 21.1% for 2024 primarily due to lower cost of sales for Benihana restaurants and integration synergies partially offset by commodity inflation. Owned restaurant operating expenses .
We expect to receive between $1.0 million to $2.0 million in landlord contributions in the next three months. ​ Capital expenditures by type for 2024 and 2023 is provided below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 STK ​ Benihana ​ Grill Concepts ​ Other (1) ​ Total New Venues ​ $ 40,119 ​ $ 2,724 ​ $ 11,098 ​ $ 532 ​ $ 54,473 Maintenance ​ ​ 3,854 ​ ​ 7,914 ​ ​ 4,492 ​ ​ — ​ ​ 16,260 Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 822 ​ ​ 822 Total ​ $ 43,973 ​ $ 10,638 ​ $ 15,590 ​ $ 1,354 ​ $ 71,555 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tenant Improvement Allowance ​ $ 5,480 ​ $ — ​ $ 1,460 ​ $ — ​ $ 6,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2023 STK ​ Benihana ​ Grill Concepts ​ Other (1) ​ Total New Venues ​ $ 24,574 ​ $ — ​ $ 17,234 ​ $ 2,865 ​ $ 44,673 Maintenance ​ ​ 4,294 ​ ​ — ​ ​ 4,134 ​ ​ — ​ ​ 8,428 Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 449 ​ ​ 449 Total ​ $ 28,868 ​ $ — ​ $ 21,368 ​ $ 3,314 ​ $ 53,550 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tenant Improvement Allowance ​ $ 3,519 ​ $ — ​ $ 1,125 ​ $ 22 ​ $ 4,667 (1) Includes inventory of restaurant equipment for venues under development. ​ ​ Our operations have not required significant working capital, and, like many restaurant companies, we may have negative working capital during the year.
We expect to receive between $1.0 million to $1.3 million in landlord contributions in the next three months. ​ Capital expenditures by type for 2025 and 2024 is provided below (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 28, 2025 STK ​ Benihana ​ Grill Concepts ​ Other (1) ​ Total New Venues ​ $ 18,924 ​ $ 8,342 ​ $ 2,500 ​ $ 206 ​ $ 29,972 Remodels ​ ​ 1,793 ​ ​ 3,046 ​ ​ 2,605 ​ ​ — ​ ​ 7,444 Maintenance ​ ​ 6,866 ​ ​ 7,862 ​ ​ 4,258 ​ ​ — ​ ​ 18,986 Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,189 ​ ​ 1,189 Total ​ $ 27,583 ​ $ 19,250 ​ $ 9,363 ​ $ 1,395 ​ $ 57,591 Tenant Improvement Allowance ​ ​ 4,261 ​ ​ 1,523 ​ ​ 542 ​ ​ — ​ ​ 6,326 Total Capital Expenditures net of Tenant Improvement Allowance ​ $ 23,322 ​ $ 17,727 ​ $ 8,821 ​ $ 1,395 ​ $ 51,265 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 STK ​ Benihana ​ Grill Concepts ​ Other (1) ​ Total New Venues ​ $ 40,119 ​ $ 2,724 ​ $ 11,098 ​ $ 532 ​ $ 54,473 Maintenance ​ ​ 3,854 ​ ​ 7,914 ​ ​ 4,492 ​ ​ — ​ ​ 16,260 Other ​ ​ — ​ ​ — ​ ​ — ​ ​ 822 ​ ​ 822 Total ​ $ 43,973 ​ $ 10,638 ​ $ 15,590 ​ $ 1,354 ​ $ 71,555 Tenant Improvement Allowance ​ ​ 5,480 ​ ​ — ​ ​ 1,460 ​ ​ — ​ ​ 6,940 Total Capital Expenditures net of Tenant Improvement Allowance ​ $ 38,493 ​ $ 10,638 ​ $ 14,130 ​ $ 1,354 ​ $ 64,615 (1) Includes inventory of restaurant equipment for venues under development. ​ ​ Our operations have not required significant working capital, and, like many restaurant companies, we may have negative working capital during the year.
Approximately $339.7 million of the increase in total revenue was attributable to the addition of the Benihana and RA Sushi restaurants from May 1, 2024 to December 31, 2024. ​ 29 Table of Contents Same store sales for 2024 compared to 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 vs. 2023 ​ ​ Q1 ​ Q2 ​ Q3 ​ Q4 ​ YTD US STK Owned Restaurants ​ (6.0)% ​ (11.9)% ​ (11.4)% ​ (5.0)% ​ (8.3)% US STK Managed Restaurants ​ (8.6)% ​ (7.4)% ​ (10.3)% ​ (12.2)% ​ (9.5)% US STK Total Restaurants ​ (6.8)% ​ (10.6)% ​ (11.1)% ​ (6.9)% ​ (8.7)% Benihana Owned Restaurants ​ —% ​ (1.0)% ​ (4.2)% ​ (0.2)% ​ (1.8)% Grill Concepts Owned Restaurants ​ (9.7)% ​ (13.0)% ​ (17.0)% ​ (11.7)% ​ (13.2)% Combined Same Store Sales ​ (7.9)% ​ (7.0)% ​ (8.8)% ​ (4.3)% ​ (6.8)% ​ Operating income increased $1.5 million to $10.8 million for 2024 from $9.3 million for 2023 primarily due to the increase in operating income attributable to the acquired restaurants offset by transaction, transition and integration costs related to the Benihana Acquisition.
Same store sales for 2025 compared to 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 vs. 2024 ​ ​ Q1 ​ Q2 ​ Q3 ​ Q4 ​ YTD US STK Owned Restaurants ​ (2.3)% ​ (4.9)% ​ (6.2)% ​ (0.7)% ​ (3.4)% US STK Managed Restaurants ​ (12.7)% ​ (9.5)% ​ (4.7)% ​ 4.2% ​ (4.6)% US STK Total Restaurants ​ (3.6)% ​ (6.0)% ​ (5.8)% ​ 0.3% ​ (3.7)% Benihana Owned Restaurants ​ 0.7% ​ 0.4% ​ (4.0)% ​ (0.4)% ​ (0.8)% Grill Concepts Core Owned Restaurants ​ (13.3)% ​ (14.0)% ​ (10.8)% ​ (8.1)% ​ (11.6)% Grill Concepts Non-Core Owned Restaurants ​ (15.1)% ​ (17.3)% ​ (18.0)% ​ (16.5)% ​ (16.5)% Grill Concepts Total Owned Restaurants ​ (13.7)% ​ (14.6)% ​ (11.8)% ​ (9.4)% ​ (12.5)% Combined Same Store Sales ​ (3.2)% ​ (4.1)% ​ (5.9)% ​ (1.8)% ​ (3.7)% ​ 28 Table of Contents Operating income decreased $0.9 million to $8.0 million for 2025 from $8.9 million for 2024 primarily due to the decrease in the transaction costs related to the Benihana Acquisition and the additional operating income from a full year of the acquired restaurants from the Benihana acquisition partially offset by the loss on impairment of non-current assets. ​ Restaurant operating profit increased $19.5 million, or 18.1%, to $127.1 million for 2025 compared to $107.6 million in 2024.
As of December 31, 2024, the availability on our revolving credit facility was $33.6 million, subject to certain conditions. ​ Capital expenditures in 2024 were $71.6 million of which $54.5 million primarily related to the construction of new STK, Benihana, Kona Grill and RA Sushi restaurants and $16.3 million related to existing restaurants.
As of December 28, 2025, the availability on our revolving credit facility was $27.2 million, subject to certain conditions. ​ Capital expenditures in 2025 were $57.6 million, of which $30.0 million primarily related to the construction of new STK, Benihana and Kona Grill restaurants, $7.4 million related to remodels or major projects at existing restaurants and $20.2 million related to existing restaurants.
We define Adjusted EBITDA as net income before interest expense, benefit for income taxes, depreciation and amortization, non-cash rent expense, transaction and exit costs, transition and integration expenses, stock-based compensation, and non-recurring gains and losses.
We define Adjusted EBITDA as net income before interest expense, provision for income taxes, depreciation and amortization, non-cash impairment loss, non-cash rent expense, non-recurring gains and losses, stock-based compensation, lease termination and exit expenses, certain transactional and exit costs, transition and integration expenses, loss on early debt extinguishment and the Adjusted EBITDA attributable to Grill Concept restaurants closed or to be closed.
In 2023, we opened Company-owned STK restaurants in Charlotte, North Carolina, Boston, Massachusetts and Salt Lake City, Utah. Expansion of Benihana . We expect to expand our operations domestically and internationally through a mix of owned and franchised Benihana restaurants using a disciplined and targeted site selection process.
In 2024, we opened Company-owned STK restaurants in Washington, D.C. and Aventura, Florida. We also opened one licensed STK restaurant in Ontario, Canada. Expansion of Benihana . We expect to expand our operations domestically and internationally through a mix of owned and franchised Benihana restaurants using a disciplined and targeted site selection process.
Net loss attributable to noncontrolling interest increased to a net loss of $0.8 million for 2024 compared to net loss of $0.7 million for 2023. ​ 39 Table of Contents Liquidity and Capital Resources Executive Summary Our principal liquidity requirements are to meet our lease obligations, working capital and capital expenditure needs and to pay principal and interest on our outstanding debt.
Liquidity and Capital Resources Executive Summary Our principal liquidity requirements are to meet our lease obligations, working capital and capital expenditure needs and to pay principal and interest on our outstanding debt.
Pre-opening expenses are comprised principally of manager salaries and relocation costs, employee payroll, training costs for new employees and lease costs incurred prior to opening. Pre-opening expenses also include payroll and travel costs associated with our new restaurant opening training team.
Pre-opening expenses consist of costs incurred prior to opening an owned or managed restaurant at either a leased or F&B location. Pre-opening expenses are comprised principally of manager salaries and relocation costs, employee payroll, training costs for new employees and lease costs incurred prior to opening.
There are currently two Company-owned STK restaurants, one Company-owned Benihana, one Company-owned Kona Grill restaurant and one franchised Benihana (Express) restaurant under construction in the following cities: ● Owned STK restaurant in Los Angeles, California ● Owned STK restaurant in Topanga, California ● Owned Benihana restaurant in San Mateo, California ● Owned Kona Grill restaurant in Seattle, Washington ● Franchised Benihana (Express) restaurant in Miami, Florida ​ The table below reflects our venues by restaurant brand and geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Venues ​ STK (1) Benihana Grill Concepts ONE Hospitality (2) Total Domestic Owned (3) 18 ​ 73 ​ 43 ​ 3 137 Managed 2 ​ — ​ — ​ 1 3 Licensed 1 ​ — ​ — ​ — 1 Franchised — ​ 8 ​ — ​ — 8 Total domestic 21 ​ 81 ​ 43 ​ 4 149 International ​ ​ ​ Owned — ​ — ​ — ​ 1 1 Managed 5 ​ — ​ — ​ 4 9 Licensed 4 ​ — ​ — ​ — 4 Franchised — ​ 3 ​ — ​ — 3 Total international 9 3 — 5 17 Total venues 30 84 43 9 166 (1) Locations with an STK and STK Rooftop are considered one venue location.
There are currently two Company-owned STK restaurants and two Company-owned Benihana restaurants under construction in the following cities: ● Owned STK restaurant in Phoenix, Arizona ● Owned STK restaurant in New York, New York (relocation of an existing STK restaurant) ● Owned Benihana restaurant in San Jose, California ● Owned Benihana restaurant in Seattle, Washington ​ ​ 27 Table of Contents The table below reflects our venues by restaurant brand and geographic location: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Venues ​ ​ ​ ​ STK (1) ​ ​ ​ Benihana ​ ​ ​ Grill Concepts (2) ​ ​ ​ ONE Hospitality (3) ​ ​ ​ Total Domestic ​ ​ ​ ​ ​ Owned 21 ​ 71 ​ 35 ​ 1 128 Sports arena (4) — ​ 4 ​ — ​ — 4 Managed 1 ​ — ​ — ​ 1 2 Licensed 1 ​ — ​ — ​ — 1 Franchised — ​ 7 ​ — ​ — 7 Total domestic 23 ​ 82 ​ 35 ​ 2 142 International ​ ​ ​ ​ ​ ​ ​ ​ Owned — ​ — ​ — ​ — — Sports arena (4) — ​ — ​ — ​ — — Managed 4 ​ — ​ — ​ 4 8 Licensed 4 ​ — ​ — ​ — 4 Franchised — ​ 4 ​ — ​ — 4 Total international 8 4 — 4 16 Total venues 31 86 35 6 158 (1) Locations with an STK and STK Rooftop are considered one venue location.
Net cash provided by operating activities was $44.1 million for 2024 compared to $30.8 million for 2023. The increase in net cash provided by operating activities during 2024 compared to 2023 was primarily attributable to the net cash generated by the acquired Benihana and RA Sushi restaurants. 41 Table of Contents Investing Activities.
Net cash provided by operating activities was $30.3 million for 2025 compared to $44.1 million for 2024. The decrease in net cash provided by operating activities during 2025 compared to 2024 was primarily attributable to the timing of collections on credit card receivables. 42 Table of Contents Investing Activities.
Depreciation and amortization . Depreciation and amortization expense consists principally of charges related to the depreciation of fixed assets including leasehold improvements, equipment and furniture and fixtures and loss on disposal of fixed assets. Pre-opening expenses . Pre-opening expenses consist of costs incurred prior to opening an owned or managed restaurant at either a leased or F&B location.
Depreciation and amortization . Depreciation and amortization expense consists principally of charges related to the depreciation of fixed assets including leasehold improvements, equipment and furniture and fixtures and loss on disposal of fixed assets. Transition and integration expenses . Transition and integration expenses consist of costs associated with the Benihana Acquisition.
Please refer to the table on page 37 for our reconciliation of net income to EBITDA and Adjusted EBITDA and for a reconciliation of operating income to Restaurant Operating Profit. 34 Table of Contents Results of Operations The following table sets forth certain statements of operations data for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2024 2023 Revenues: ​ ​ Owned restaurant net revenue ​ $ 658,915 ​ $ 317,366 Management, license, franchise and incentive fee revenue ​ 14,429 ​ 15,403 Total revenues ​ 673,344 ​ 332,769 Cost and expenses: ​ ​ Owned operating expenses: ​ ​ ​ ​ ​ Owned restaurant cost of sales ​ 138,794 ​ 75,727 Owned restaurant operating expenses ​ 411,798 ​ 191,250 Total owned operating expenses ​ 550,592 ​ 266,977 General and administrative (including stock-based compensation of $6,017 and $5,032 for the years ended December 31, 2024 and 2023, respectively) ​ 44,170 ​ 30,751 Depreciation and amortization ​ 34,096 ​ 15,664 Transition and integration expenses ​ ​ 13,681 ​ — Pre-opening expenses ​ 9,488 ​ 8,855 Transaction and exit costs ​ 9,326 ​ 207 Lease termination expenses ​ 1,096 ​ — Other expenses ​ 124 ​ 1,021 Total costs and expenses ​ 662,573 ​ 323,475 Operating income ​ 10,771 ​ 9,294 Other expenses, net: ​ ​ Interest expense, net of interest income ​ 31,109 ​ 7,028 Loss on early debt extinguishment ​ 4,149 ​ — Total other expenses, net ​ 35,258 ​ 7,028 (Loss) income before benefit for income taxes ​ (24,487) ​ 2,266 Benefit for income taxes ​ (7,834) ​ (1,760) Net (loss) income ​ (16,653) ​ 4,026 Less: net loss attributable to noncontrolling interest ​ (829) ​ (692) Net (loss) income attributable to The ONE Group Hospitality, Inc. ​ $ (15,824) ​ $ 4,718 ​ 35 Table of Contents The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated.
Please refer to the table on page 36 for our reconciliation of net income to EBITDA and Adjusted EBITDA and for a reconciliation of operating income to Restaurant Operating Profit. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 33 Table of Contents Results of Operations The following table sets forth certain statements of operations data for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ 2024 Revenues: ​ ​ ​ ​ ​ ​ Owned restaurant net revenue ​ $ 791,762 ​ $ 658,915 Management, license, franchise and incentive fee revenue ​ ​ 13,960 ​ ​ 14,429 Total revenues ​ ​ 805,722 ​ ​ 673,344 Cost and expenses: ​ ​ ​ ​ ​ ​ Owned operating expenses: ​ ​ ​ ​ ​ ​ Owned restaurant cost of sales ​ ​ 163,579 ​ ​ 138,794 Owned restaurant operating expenses ​ ​ 503,070 ​ ​ 413,587 Total owned operating expenses ​ ​ 666,649 ​ ​ 552,381 General and administrative (including stock-based compensation of $5,440 and $6,017 for the years ended December 28, 2025 and December 31, 2024, respectively) ​ ​ 52,540 ​ ​ 44,234 Depreciation and amortization ​ ​ 43,192 ​ ​ 34,096 Transition and integration expenses ​ ​ 11,202 ​ ​ 13,681 Loss on impairment of non-current assets ​ ​ 10,610 ​ ​ — Lease termination and exit expenses ​ ​ 7,949 ​ ​ 1,567 Pre-opening expenses ​ ​ 5,741 ​ ​ 9,509 Transaction and exit costs ​ ​ 256 ​ ​ 8,855 Other (income) expenses ​ ​ (418) ​ ​ 124 Total costs and expenses ​ ​ 797,721 ​ ​ 664,447 Operating income ​ ​ 8,001 ​ ​ 8,897 Other expenses, net: ​ ​ ​ ​ ​ ​ Interest expense, net of interest income ​ ​ 40,902 ​ ​ 31,109 Loss on early debt extinguishment ​ ​ — ​ ​ 4,149 Total other expenses, net: ​ ​ 40,902 ​ ​ 35,258 Loss before provision (benefit) for income taxes ​ ​ (32,901) ​ ​ (26,361) Provision (benefit) for income taxes ​ ​ 60,684 ​ ​ (8,434) Net loss ​ ​ (93,585) ​ ​ (17,927) Less: net loss attributable to noncontrolling interest ​ ​ (1,344) ​ ​ (829) Net loss attributable to The ONE Group Hospitality, Inc. ​ $ (92,241) ​ $ (17,098) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 34 Table of Contents The following table sets forth certain statements of operations data as a percentage of total revenues for the periods indicated.
Owned restaurant operating expenses increased $220.5 million, or 115.3%, to $411.8 million for 2024 from $191.3 million for 2023. The increase in owned restaurant operating expense is primarily attributed to $210.2 million in operating expenses associated with revenues generated by Benihana and RA Sushi restaurants acquired on May 1, 2024.
Owned restaurant operating expenses increased $89.5 million, or 21.6%, to $503.1 million for 2025 from $413.6 million for 2024. The increase in owned restaurant operating expense is primarily attributed to the incremental operating expenses from the acquired Benihana and RA Sushi restaurants.
The increase in owned restaurant cost of sales is primarily attributed to $64.9 million in cost of sales associated with revenues generated by Benihana and RA Sushi restaurants acquired on May 1, 2024, partially offset by a decrease in comparable sales.
Food and beverage costs for owned restaurants increased $24.8 million, or 17.9%, to $163.6 million for 2025 from $138.8 million for 2024. The increase in owned restaurant cost of sales is primarily attributed to the incremental sales increase from Benihana and RA Sushi restaurants acquired in the Benihana Acquisition partially offset by a decrease in comparable sales.
Net loss attributable to The ONE Group Hospitality, Inc was $15.8 million in 2024 compared to net income of $4.7 million in 2023 primarily due to transaction, transition and integration costs partially offset the by the income generated at the acquired restaurants. Our Growth Strategies and Outlook Our growth model is primarily driven by the following: Expansion of STK .
Net loss attributable to The ONE Group Hospitality, Inc. was $92.2 million in 2025 compared to net income of $17.1 million in 2024, primarily due to the non-cash tax valuation allowance that was recorded during the third quarter of 2025. Our Growth Strategies and Outlook Our growth model is primarily driven by the following: Expansion of STK .
We also opened one managed STK restaurant in Ontario, Canada. Additionally, we have two STK restaurants in Topanga, California and Los Angeles, California under construction and several restaurants in the development phase or under lease that we plan to open in 2025 or 2026.
Additionally, we currently have two Benihana restaurants in San Jose, California and Seattle, Washington under construction and several restaurants in the development phase or under lease we plan to open in 2026 or 2027.
Other expenses in 2024 and 2023 were $0.1 million and $1.0 million, respectively, primarily related to litigation expenses. ​ Interest expense, net of interest income . Interest expense, net of interest income, was approximately $31.1 million and $7.0 million for 2024 and 2023, respectively.
Other income in 2025 is primarily related to a gain on two legal settlements offset by expenses related to terminated development projects. ​ Interest expense, net of interest income . Interest expense, net of interest income, was approximately $40.9 million and $31.1 million for 2025 and 2024, respectively.
Our effective tax rate was 32.0% and (77.7)% for the years ended December 31, 2024 and 2023, respectively.
The provision for income taxes for 2025 was $60.7 million compared to a benefit for income taxes of $8.4 million for 2024. Our effective tax rate was (184.4)% and 32.0% for the years ended December 28, 2025 and December 31, 2024, respectively.
We did not record any impairment charges related to goodwill or indefinite-lived intangible assets in 2024 or 2023. 43 Table of Contents Leases Contracts are evaluated to determine whether they contain a lease at inception, and leases are classified as either operating or financing.
Leases Contracts are evaluated to determine whether they contain a lease at inception, and leases are classified as either operating or financing.
These judgments may produce materially different amounts of depreciation, amortization and rent expense and materially different lease liabilities and right-of-use assets than would be reported if different assumed lease terms were used.
These judgments may produce materially different amounts of depreciation, amortization and rent expense and materially different lease liabilities and right-of-use assets than would be reported if different assumed lease terms were used. ​ ​ 45 Table of Contents Business Combination On May 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. and its affiliates comprising of 93 company owned restaurants and 12 franchised restaurants.
Certain percentage amounts may not sum to total due to rounding. ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ 2024 ​ 2023 Revenues: ​ ​ ​ Owned restaurant net revenue 97.9% ​ 95.4% Management, license, franchise and incentive fee revenue 2.1% ​ 4.6% Total revenues 100.0% ​ 100.0% Cost and expenses: ​ ​ ​ ​ Owned operating expenses: ​ ​ ​ ​ Owned restaurant cost of sales (1) ​ 21.1% ​ 23.9% Owned restaurant operating expenses (1) ​ 62.5% ​ 60.3% Total owned operating expenses (1) ​ 83.6% ​ 84.1% General and administrative (including stock-based compensation of 0.9% and 1.5% for the years ended December 31, 2024 and 2023, respectively) 6.6% ​ 9.2% Depreciation and amortization 5.1% ​ 4.7% Transition and integration expenses 2.0% ​ —% Pre-opening expenses ​ 1.4% ​ 2.7% Transaction and exit costs ​ 1.4% ​ 0.1% Lease termination expenses 0.2% ​ —% Other expenses 0.0% ​ 0.3% Total costs and expenses 98.4% ​ 97.2% Operating income 1.6% ​ 2.8% Other expenses, net: ​ ​ ​ Interest expense, net of interest income 4.6% ​ 2.1% Loss on early debt extinguishment 0.6% ​ —% Total other expenses, net 5.2% ​ 2.1% (Loss) income before benefit for income taxes ​ (3.6)% ​ 0.7% Benefit for income taxes (1.2)% ​ (0.5)% Net (loss) income (2.5)% ​ 1.2% Less: net loss attributable to noncontrolling interest (0.1)% ​ (0.2)% Net (loss) income attributable to The ONE Group Hospitality, Inc.
Certain percentage amounts may not sum to total due to rounding. ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ 2024 Revenues: ​ ​ ​ ​ Owned restaurant net revenue ​ 98.3% ​ 97.9% Management, license, franchise and incentive fee revenue ​ 1.7% ​ 2.1% Total revenues ​ 100.0% ​ 100.0% Cost and expenses: ​ ​ ​ ​ Owned operating expenses: ​ ​ ​ ​ Owned restaurant cost of sales (1) ​ 20.7% ​ 21.1% Owned restaurant operating expenses (1) ​ 63.5% ​ 62.8% Total owned operating expenses (1) ​ 84.2% ​ 83.8% General and administrative (including stock-based compensation of 0.7% and 0.9% for the years ended December 28, 2025 and December 31, 2024, respectively) ​ 6.5% ​ 6.6% Depreciation and amortization ​ 5.4% ​ 5.1% Transition and integration expenses ​ 1.4% ​ 2.0% Loss on impairment of non-current assets ​ 1.3% ​ — Lease termination and exit expenses ​ 1.0% ​ 0.2% Pre-opening expenses ​ 0.7% ​ 1.4% Transaction and exit costs ​ 0.0% ​ 1.3% Other (income) expenses ​ (0.1)% ​ 0.0% Total costs and expenses ​ 99.0% ​ 98.7% Operating income ​ 1.0% ​ 1.3% Other expenses, net: ​ ​ ​ ​ Interest expense, net of interest income ​ 5.1% ​ 4.6% Loss on early debt extinguishment ​ — ​ 0.6% Total other expenses, net: ​ 5.1% ​ 5.2% Loss before provision (benefit) for income taxes ​ (4.1)% ​ (3.9)% Provision (benefit) for income taxes ​ 7.5% ​ (1.3)% Net loss ​ (11.6)% ​ (2.7)% Less: net loss attributable to noncontrolling interest ​ (0.2)% ​ (0.1)% Net loss attributable to The ONE Group Hospitality, Inc. ​ (11.4)% ​ (2.5)% (1) These expenses are being shown as a percentage of owned restaurant net revenue. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 35 Table of Contents The following table presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 28, ​ For the year ended December 31, ​ ​ ​ ​ 2025 ​ 2024 Net loss attributable to The ONE Group Hospitality, Inc. ​ $ (92,241) ​ $ (17,098) Net loss attributable to noncontrolling interests ​ ​ (1,344) ​ ​ (829) Net loss ​ ​ (93,585) ​ ​ (17,927) Interest expense, net of interest income ​ ​ 40,902 ​ ​ 31,109 Provision (benefit) for income taxes ​ ​ 60,684 ​ ​ (8,434) Depreciation and amortization ​ ​ 43,192 ​ ​ 34,096 EBITDA ​ ​ 51,193 ​ ​ 38,844 Stock-based compensation ​ ​ 5,440 ​ ​ 6,017 Transition and integration expenses ​ ​ 11,202 ​ ​ 13,681 Loss on impairment of non-current assets ​ ​ 10,610 ​ ​ — Lease termination and exit expenses (1) ​ ​ 7,949 ​ ​ 1,567 Transaction and exit costs ​ ​ 256 ​ ​ 8,855 Loss on early debt extinguishment ​ ​ — ​ ​ 4,149 Non-cash rent (2) ​ ​ (138) ​ ​ 1,334 Grill Concepts restaurants closed or to be closed (3) ​ ​ 2,163 ​ ​ 1,434 Other (income) expenses ​ ​ (418) ​ ​ 124 Adjusted EBITDA ​ 88,257 ​ 76,005 Adjusted EBITDA attributable to noncontrolling interest ​ (644) ​ (416) Adjusted EBITDA attributable to The ONE Group Hospitality, Inc. ​ $ 88,901 ​ $ 76,421 (1) Lease termination and exit expenses are costs associated with locations closed or to be closed.
Total pre-opening expenses related to non-cash pre-open rent was $1.2 million. ​ Pre-opening expenses for 2023 were $8.9 million primarily related costs associated with six restaurants which opened in 2023 and restaurants opened in 2024.
Total pre-opening expenses related to non-cash pre-open rent was $0.6 million. ​ 39 Table of Contents Pre-opening expenses for 2024 were $9.5 million primarily related to payroll, training, and non-cash rent for six STK, Kona Grill, RA Sushi and Salt Water Social restaurants which opened in 2024.
We had $348.3 million in long-term debt, which consisted of borrowings under our Credit Agreement as of December 31, 2024.
Our credit card receivables as of December 28, 2025 were $21.2 million, which are typically collected within four days. We had $354.2 million in long-term debt, which consisted of borrowings under our Credit Agreement as of December 28, 2025.
In 2024, full year information for both Benihana and RA Sushi, which is within Grill Concepts, is presented whereas 2023 reflects only Kona Grill within Grill Concepts. 31 Table of Contents Average Comparable Restaurant Revenue . Average comparable restaurant revenue consists of the average sales of our comparable restaurants over a certain period of time.
The average transaction for comparable Benihana restaurants was $116 in 2025 compared to $111 for 2024. The average transaction was $64 for our comparable Grill Concepts restaurants in both 2025 and 2024. Average Comparable Restaurant Revenue . Average comparable restaurant revenue consists of the average sales of our comparable restaurants over a certain period of time.
In 2024, full year information for both Benihana and RA Sushi, which is within Grill Concepts, is presented whereas 2023 reflects only Kona Grill within Grill Concepts. Key Financial Terms and Metrics We evaluate our business using a variety of key financial measures: Segment reporting Our reportable operating segments are as follows: ● STK .
Our average comparable Grill Concepts restaurant revenues were $3.6 million and $3.9 million for 2025 and 2024, respectively. ​ 30 Table of Contents Key Financial Terms and Metrics We evaluate our business using a variety of key financial measures: Segment reporting Our reportable operating segments are as follows: ● STK .
The increase was primarily attributable to the acquisition of Benihana and RA Sushi restaurants on May 1, 2024, which generated $338.1 million in revenues and $35.5 million in revenues from ten new restaurants opened since January 2023, partially offset by a reduction in comparable restaurant sales. Comparable restaurant sales decreased 6.2% in 2024 compared to 2023.
Owned restaurant net revenue increased $132.9 million, or 20.2%, to $791.8 million for 2025 from $658.9 million for 2024. The increase was primarily attributable to the acquisition of Benihana and RA Sushi restaurants on May 1, 2024, which generated $488.9 million in revenues in 2025 compared to $338.1 million for the eight-month period owned by the Company in 2024.
Management, license, franchise and incentive fee revenue . Management, license, franchise and incentive fee revenues decreased $1.0 million, or 6.5%, to $14.4 million for 2024 from $15.4 million for 2023.
Comparable restaurant sales decreased 3.7% in 2025 compared to 2024 primarily due to the current economic and macro environment. Management, license, franchise and incentive fee revenue . Management, license, franchise and incentive fee revenues decreased $0.4 million, or 2.8%, to $14.0 million for 2025 from $14.4 million for 2024.
Restaurant operating profit increased $57.9 million, or 114.9% to $108.3 million for 2024 compared to $50.4 million in 2023. Restaurant operating profit as a percentage of owned restaurant net revenue was 16.4% in 2024 compared to 15.9% in 2023.
Restaurant operating profit as a percentage of owned restaurant net revenue, excluding Grill Concepts locations closed or to be closed, was 16.6% in 2025 compared to 17.5% in 2024.
If we 40 Table of Contents modify our growth plans, the personnel that comprise our training team could be deployed to operate existing restaurants. ​ To help manage future cash requirements, we limit the number of owned company venues under construction at any given time to four restaurants.
If we modify our growth plans, the personnel that comprise our training team could be deployed to operate existing restaurants. ​ To help manage future cash requirements, we intend to prioritize capital-efficient growth in 2026, significantly reducing discretionary capital expenditures. New-restaurant Company-owned development will focus on locations requiring $1.5 million or less to open.
For our comparable STK restaurants, the average check per person was $127 for 2024 compared to $130 for 2023. Average Transaction . Average transaction is calculated by dividing total restaurant sales by total number of transactions for a specified period.
We also opened one franchised Benihana Express location in Miami, Florida. Average Check Per Person . Average check per person is calculated by dividing total restaurant sales by total number of guests for a specified period.
The increase was primarily related to depreciation and amortization for the Benihana and RA Sushi restaurants acquired on May 1, 2024, depreciation associated with the opening of ten new owned venues since January 2023 and capital expenditures to maintain and enhance the guest experience in our restaurants. Pre-opening expenses .
Depreciation and amortization expense increased $9.1 million to $43.2 million for 2025 from $34.1 million for 2024. The increase was primarily related to a full year of depreciation and amortization for the Benihana and RA Sushi restaurants acquired in the Benihana Acquisition. Transition and integration expenses .
Net cash used by financing activities for 2023 was $11.2 million primarily attributable to $7.9 million in purchases for common stock and $2.0 million to pay employee taxes for shares withheld upon vesting restricted stock units. Recent Accounting Pronouncements Refer to Note 2 of our consolidated financial statements for a detailed description of recent accounting pronouncements.
Recent Accounting Pronouncements Refer to Note 2 of our consolidated financial statements for a detailed description of recent accounting pronouncements.
Removed
We opened the following six new venues in 2024: ● Owned STK restaurant in Washington, D.C. ● Owned STK restaurant in Aventura, Florida ● Managed STK restaurant at Niagara Falls in Ontario, Canada ● Owned Kona Grill restaurant in Tigard, Oregon ● Owned RA Sushi restaurant in Plantation, Florida ● Owned Salt Water Social restaurant in Denver, Colorado ​ We intend to add five to seven new venues in 2025.
Added
We opened the following seven new venues in 2025: ● Owned Benihana restaurant in San Mateo, California ● Owned STK restaurant in Los Angeles, California (relocation of our existing STK Westwood restaurant) ● Owned STK restaurant in Canoga Park, California ● Franchised Benihana Express restaurant in Miami, Florida ● Owned STK restaurant in Scottsdale, Arizona (conversion of a former RA Sushi restaurant) ● Owned STK restaurant in Oak Brook, Illinois ● Sports arena Benihana restaurant at the UBS Arena in Elmont, New York ​ In January 2026, we opened a Company-owned Kona Grill restaurant in San Antonio, Texas, a relocation of an existing Kona Grill restaurant. ​ In February 2026, we converted a franchised Benihana restaurant to a Company-owned Benihana restaurant in Monterey, California. ​ We intend to add six to ten new venues in 2026.
Removed
(3) Includes Benihana locations at sports arenas ​ ​ ​ 28 Table of Contents Acquisitions On May 1, 2024, the Company acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC for $365.0 million., subject to customary adjustments (the “Benihana Acquisition”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+3 added−0 removed7 unchanged
Biggest changeAs of December 31, 2024, we had $348.3 million of borrowings subject to variable interest rates. ​ Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange risk for our restaurants operating in the United Kingdom, Europe, Canada, Mexico and the Middle East.
Biggest changeBased on outstanding borrowings at both December 28, 2025 and December 31,2024, a hypothetical 1% rise in interest rates would have increased interest expense by $3.5 million on an annual basis. ​ Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange risk for our restaurants operating in the United Kingdom, Europe, Canada, Mexico and the Middle East.
There can be no assurance, however, that future inflationary or other cost pressure will be effectively offset by this strategy. Interest Rate Risk Under our Credit Agreement, we are exposed to market risk from changes in interest rates on our borrowings. Borrowings under the Credit Agreement are subject to rates based on SOFR plus an interest rate margin of 6.5%.
There can be no assurance, however, that future inflationary or other cost pressure will be effectively offset by this strategy. Interest Rate Risk Under our Credit Agreement, we are exposed to market risk from changes in interest rates on our borrowings.
If foreign currency exchange rates depreciate in these countries or regions, or any other country or region in which we may operate in the future, we may experience declines in our international operating results but such exposure would not be material to the consolidated financial statements. We currently do not use financial instruments to hedge foreign currency exchange rate changes.
If foreign currency exchange rates depreciate in these countries or regions, or any 46 Table of Contents other country or region in which we may operate in the future, we may experience declines in our international operating results but such exposure would not be material to the consolidated financial statements.
We do not use financial instruments to hedge our risk to market price fluctuations in beef, seafood, produce and other food product prices at this time. Inflation The impact of inflation on labor, food, operating supplies and occupancy costs could significantly affect our operations.
We do not use financial instruments to hedge our risk to market price fluctuations in beef, seafood, produce and other food product prices at this time.
Added
For the years ended December 28, 2025 and December 31, 2024, a hypothetical increase of 1% in food and beverage costs would have negatively impacted food and beverage costs by $1.6 million and $1.4 million, respectively. Inflation The impact of inflation on labor, food, operating supplies and occupancy costs could significantly affect our operations.
Added
Borrowings under the Credit Agreement are subject to rates based on SOFR plus an interest rate margin of 6.0% to 6.5%. As of December 28, 2025, we had $351.3 million of borrowings subject to variable interest rates.
Added
We currently do not use financial instruments to hedge foreign currency exchange rate changes.

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