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SCHEDULE 13D/A 0001688522 XXXXXXXX LIVE 10 Common Stock, par value $0.0001 per share 06/11/2025 false 0001399520 88338K103 ONE Group Hospitality, Inc. 1624 MARKET STREET SUITE 311 DENVER CO 80202 MR. DAVID L. KANEN 631-863-3100 KANEN WEALTH MANAGEMENT, LLC 6810 Lyons Technology Circle, Suite 160 Coconut Creek FL 33073 0001688522 N Philotimo Fund, LP a WC N DE 0.00 1970000.00 0.00 1970000.00 1970000.00 N 6.4 PN 0001962162 N Philotimo Focused Growth & Income Fund a WC N DE 0.00 393975.00 0.00 393975.00 393975.00 N 1.3 OO 0001681614 N Kanen Wealth Management LLC a AF OO N FL 0.00 4678273.00 0.00 4678273.00 4678273.00 N 15.1 IA 0001681743 N Kanen David a AF PF OO Y X1 20237.00 4678273.00 20237.00 4678273.00 4698510.00 N 15.2 IN Common Stock, par value $0.0001 per share ONE Group Hospitality, Inc. 1624 MARKET STREET SUITE 311 DENVER CO 80202 The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned ("Amendment No. 10"). This Amendment No. 10 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. Item 2(a) is hereby amended and restated to read as follows: This statement is filed by: (i) Philotimo Fund, LP, a Delaware limited partnership ("Philotimo"), with respect to the Shares beneficially owned by it; (ii) Philotimo Focused Growth and Income Fund, a series of World Funds Trust, a Delaware statutory trust ("PHLOX"), with respect to the Shares beneficially owned by it; (iii) Kanen Wealth Management, LLC, a Florida limited liability company ("KWM"), as the general partner of Philotimo and the investment manager of PHLOX and certain separately managed accounts (the "Managed Accounts"); and (iv) David L. Kanen, as the managing member of KWM. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 to the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Item 2(e) is hereby amended and restated to read as follows: During the last five years no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except as described below. On September 25, 2024, David L. Kanen, without admitting or denying any findings, consented to the entry of an Order Instituting Cease-and-Desist Proceedings by the Securities and Exchange Commission ("SEC") in settlement of an administrative proceeding that alleges violations of Section 13(d) and Section 16(a) and the rules thereunder for failing to timely file certain beneficial ownership reports on Schedule 13D and Schedule 13G. The order considered remedial acts promptly undertaken by Mr. Kanen and his cooperation and ordered Mr. Kanen to cease and desist from causing any future violations of the charged provisions and imposed a civil monetary penalty of $109,000, which Mr. Kanen has paid in full. Item 3 is hereby amended and restated to read as follows: The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by PHLOX were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM on behalf of the Managed Accounts were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 1,970,000 Shares beneficially owned by Philotimo is approximately $3,632,873, including brokerage commissions. The aggregate purchase price of the 393,975 Shares beneficially owned by PHLOX is approximately $1,298,671, including brokerage commissions. The aggregate purchase price of the 2,314,298 Shares held in the Managed Accounts is approximately $5,154,147, including brokerage commissions. The aggregate purchase price of the 20,237 Shares beneficially owned by Mr. Kanen is approximately $41,091, including brokerage commissions. Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 30,902,798 Shares outstanding as of April 30, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025. A. Philotimo As of the close of business on June 11, 2025, Philotimo beneficially owned 1,970,000 Shares. Percentage: Approximately 6.4% B. PHLOX As of the close of business on June 11, 2025, PHLOX beneficially owned 393,975 Shares. Percentage: Approximately 1.3% C. KWM As of the close of business on June 11, 2025, KWM beneficially owned 4,678,273 Shares, consisting of (a) the 1,970,000 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo, (b) the 393,975 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX and (c) the 2,314,298 Shares held in the Managed Accounts (including 97,145 Shares held in Managed Accounts of certain members of Mr. Kanen's immediate family), which KWM may be deemed to beneficially own as the investment manager of the Managed Accounts. Percentage: Approximately 15.1% D. Mr. Kanen As of the close of business on June 11, 2025, Mr. Kanen beneficially owned 4,698,510 Shares, consisting of (a) the 20,237 Shares owned directly by Mr. Kanen, (b) the 1,970,000 Shares owned directly by Philotimo, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM, (c) the 393,975 Shares owned directly by PHLOX, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM, and (d) the 2,314,298 Shares held in the Managed Accounts (including 97,145 Shares held in Managed Accounts of certain members of Mr. Kanen's immediate family), which Mr. Kanen may be deemed to beneficially own as the managing member of KWM. Percentage: Approximately 15.2% Each Reporting Person is a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 4,698,510 Shares beneficially owned in the aggregate by all the Reporting Persons, constituting approximately 15.2% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: A. Philotimo 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,970,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,970,000 B. PHLOX 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 393,975 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 393,975 C. KWM 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,678,273 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,678,273 D. Mr. Kanen 1. Sole power to vote or direct vote: 20,237 2. Shared power to vote or direct vote: 4,678,273 3. Sole power to dispose or direct the disposition: 20,237 4. Shared power to dispose or direct the disposition: 4,678,273 Item 5(c) is hereby amended and restated to read as follows: A. Philotimo Philotimo has not transacted in the securities of the Issuer during the past sixty days. B. PHLOX PHLOX has not transacted in the securities of the Issuer during the past sixty days. C. KWM KWM has not transacted in the securities of the Issuer during the past sixty days. D. Mr. Kanen Mr. Kanen has not transacted in the securities of the Issuer during the past sixty days. KWM, in its role as investment manager to the Managed Accounts to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own the Shares held in the Managed Accounts. KWM does not have a pecuniary interest in the Shares held in the Managed Accounts as KWM only receives asset-based fees in consideration for its investment management services. Further, since the filing of Amendment No. 9 to the Schedule 13D, due to circumstances beyond the Reporting Persons' control, KWM ceased to furnish investment advice to certain Managed Accounts, including as a result of the passing of certain account holders, and therefore the Shares held in such accounts are no longer beneficially owned by KWM in its capacity as investment manager. Changes in the Reporting Persons' beneficial ownership since the filing of Amendment No. 9 to the Schedule 13D are attributable to KWM ceasing to beneficially own such Shares. Philotimo Fund, LP /s/ David L. Kanen David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its general partner 06/11/2025 Philotimo Focused Growth & Income Fund /s/ David L. Kanen David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its investment adviser 06/11/2025 Kanen Wealth Management LLC /s/ David L. Kanen David L. Kanen, Managing Member 06/11/2025 Kanen David /s/ David L. Kanen David L. Kanen 06/11/2025