ONE Group Hospitality, Inc. 8-K

What Happened
ONE Group Hospitality (STKS) filed an 8-K reporting an amendment to CEO Emanuel Hilario’s employment agreement (executed December 23, 2025) that extends his term to September 2, 2031 and provides a $1,000,000 one-time special bonus. The filing also disclosed increases to Hilario’s incentive compensation and a company press release (December 29, 2025) with a development update covering new concessions, restaurant openings and product launches.

Key Details

• Employment amendment: term extended to September 2, 2031; $1,000,000 special bonus ($500,000 payable on the next payroll at least 5 business days after Dec 23, 2025; remaining amount on the next payroll on/after Jan 1, 2026). Bonus is subject to repayment if the Company terminates for Cause or the CEO leaves without Good Reason (100% repayment if prior to Dec 23, 2026; 2/3 if between Dec 23, 2026–Dec 23, 2027; 1/3 if between Dec 23, 2027–Dec 23, 2028).
• Incentives raised: target annual bonus increased to 200% of base salary (retroactive to July 1, 2025, making the 2025 target 150%); annual long-term incentive grants increased to 200% of base salary beginning in 2026.
• Development update (press release): agreement securing development rights for 10 Benihana/Benihana Express locations in the Greater San Francisco Bay Area; renewal of a Benihana concession at the Mortgage Matchup Center (Phoenix) and a new concession at UBS Arena (Elmont, NY); two STK openings in Q4 2025 (Scottsdale, AZ and Oak Brook, IL); Benihana-branded snack launch with Flock Foods.
• Growth focus: company plans capital-efficient new openings (targeting ≤ $1.5M to open), intends to work through an existing pipeline of ~12 leases rather than sign many new leases, and has identified up to nine Kona Grill/RA Sushi locations for conversion through end of 2026.

Why It Matters
The amendment signals a longer-term commitment to the current CEO and aligns his compensation more heavily with performance through larger annual and long-term incentive targets. The $1.0M special bonus represents a near-term cash cost (with defined clawback conditions), while the incentive increases could raise future compensation expense if targets are met. The development update highlights a tangible pipeline for brand expansion (franchised/licensed/joint venture mix, concession renewals, and conversions) and a stated push for lower-cost, capital-efficient openings — items investors should watch for evidence of revenue and margin impact in upcoming reports.