Business Context and Reporting Period
This Form 8-K Current Report was filed by ONE Group Hospitality, Inc. on September 3, 2025, with the report dated September 8, 2025. The filing addresses significant changes in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Departure of CFO: Tyler Loy resigned as Chief Financial Officer, effective September 26, 2025, to pursue other opportunities.
- Appointment of New CFO: Nicole Thaung was appointed as Chief Financial Officer, effective September 8, 2025.
- Background: Ms. Thaung previously served as CFO of Benihana (a subsidiary acquired by the Company in May 2024) since August 2018 and has over 15 years of experience with the brand.
Compensation and Management Commentary
In connection with her appointment, Ms. Thaung's compensation package includes:
- Base Salary: Increased to $500,000.
- Incentive Compensation: Targeted at 75% of base salary.
- Long-Term Incentives: Eligible to participate in the program targeted at 100% of base salary based on corporate performance objectives.
- Equity Grant: Granted 30,000 restricted stock units vesting ratably over three years.
The filing states there are no family relationships between Ms. Thaung and other officers/directors, and no reportable transactions under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the transition timeline between Tyler Loy's departure (Sept 26) and Nicole Thaung's start date (Sept 8) to ensure interim coverage.
- Review the attached Press Release (Exhibit 99.1) for additional strategic context regarding the leadership change.
- Consult the Company's 2025 Proxy Statement for full details on the long-term incentive program referenced in the filing.
- Monitor upcoming quarterly reports for any impact on financial reporting consistency due to the CFO transition.