UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~February 3028, ~~2025~~2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-39012

KURA SUSHI USA, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	26-3808434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
17461 Derian Avenue, Suite 200 Irvine, California	92614
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (657) 333-4100

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Class A Common Stock, $0.001 par value per share

     KRUS

     The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~December~~April 301, ~~2025~~2026, the registrant had 11,~~111~~147,~~427~~832 shares of Class A common stock, $0.001 par value per share, outstanding and 1,000,050 shares of Class B common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets	1
	Condensed Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Statements of Operations and Comprehensive Loss	2
	Condensed Statements of Stockholders’ Equity	3
	Condensed Statements of Cash Flows	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2326
Item 4.	Controls and Procedures	2326
PART II.	OTHER INFORMATION	2427
Item 1.	Legal Proceedings	2427
Item 1A.	Risk Factors	2427
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2427
Item 3.	Defaults Upon Senior Securities	2427
Item 4.	Mine Safety Disclosures	2427
Item 5.	Other Information	2427
Item 6.	Exhibits	2528
Signatures		2629

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Kura Sushi USA, Inc.

Condensed Balance Sheets

(amounts in thousands, except for par value)

(Unaudited)

	November 30, 2025			August 31, 2025
	February 28, 2026			August 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	3526,~~365~~605		$	47,498
Short-term investments		1521,~~336~~436			14,964
Accounts and other receivables		6,~~333~~568			6,410
Inventories		2,~~453~~559			2,141
Due from affiliate		7325			126
Prepaid expenses and other current assets		5,~~203~~566			4,308
Total current assets		6462,~~763~~759			75,447
Non-current assets:
Property and equipment – net		~~181~~193,~~921~~356			171,190
Operating lease right-of-use assets		~~161~~175,~~811~~157			146,416
Long-term investments		2721,~~846~~663			29,542
Deposits and other assets		78,~~170~~045			8,347
Total assets	$	~~443~~460,~~511~~980		$	430,942
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	910,~~574~~829		$	11,533
Accrued expenses and other current liabilities		4,~~853~~835			4,116
Salaries and wages payable		89,~~215~~029			10,310
Operating lease liabilities – current		1415,~~778~~458			14,083
Due to affiliate		~~819~~854			525
Sales tax payable		21,~~087~~970			2,213
Total current liabilities		4042,~~326~~975			42,780
Non-current liabilities:
Operating lease liabilities – non-current		~~172~~187,~~634~~712			155,932
Other liabilities		1,~~350~~482			1,160
Total liabilities		~~214~~232,~~310~~169			199,872
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.001 par value; 1,000 shares authorized, no shares issued or outstanding		—			—
Class A common stock, $0.001 par value; 50,000 shares authorized, 11,111 shares issued and outstanding as of November 30, 2025and August 31, 2025		11			11
Class A common stock, $0.001 par value; 50,000 shares authorized, 11,136 and 11,111 shares issued and outstanding as of February 28, 2026and August 31, 2025, respectively		11			11
Class B common stock, $0.001 par value; 10,000 shares authorized, 1,000 shares issued and outstanding as of November 30, 2025and August 31, 2025		1			1
Class B common stock, $0.001 par value; 10,000 shares authorized, 1,000 shares issued and outstanding as of February 28, 2026and August 31, 2025		1			1
Additional paid-in capital		~~267~~268,~~124~~440			265,973
Accumulated deficit		(3739,~~952~~664	)		(34,892	)
Accumulated other comprehensive income (loss)		1723			(23	)
Total stockholders' equity		~~229~~228,~~201~~811			231,070
Total liabilities and stockholders' equity	$	~~443~~460,~~511~~980		$	430,942

The accompanying notes are an integral part of these condensed financial statements.

Kura Sushi USA, Inc.

Condensed Statements of Operations and Comprehensive Loss

(amounts in thousands, except for per share data)

(Unaudited)

	Three months ended November 30,
	Three Months Ended February 28,						Six Months Ended February 28,
	2025			2024
	2026			2025			2026			2025
Sales	$	7380,~~455~~018		$	64,~~456~~894		$	153,473		$	129,350
Restaurant operating costs:
Food and beverage costs		2124,~~934~~317			18,~~667~~630			46,251			37,297
Labor and related costs		2324,~~898~~578			2122,~~235~~593			48,476			43,828
Occupancy and related expenses		56,~~838~~518			45,~~754~~099			12,356			9,853
Depreciation and amortization expenses		34,~~980~~142			3,~~091~~286			8,122			6,377
Other costs		11,~~805~~589			98,~~341~~780			23,394			18,121
Total restaurant operating costs		6771,~~455~~144			5758,~~088~~388			138,599			115,476
General and administrative expenses		910,~~551~~967			810,~~733~~985			20,518			19,718
Depreciation and amortization expenses		~~129~~135			~~109~~110			264			219
Total operating expenses		7782,~~135~~246			6569,~~930~~483			159,381			135,413
Operating loss		(32,~~680~~228	)		(14,~~474~~589	)		(5,908	)		(6,063	)
Other expense (income):
Interest expense		1815			13			33			26
Interest income		(~~674~~582	)		(~~565~~859	)		(1,256	)		(1,424	)
Loss before income taxes		(31,~~024~~661	)		(~~922~~3,743	)		(4,685	)		(4,665	)
Income tax expense		3651			3938			87			77
Net loss	$	(31,~~060~~712	)	$	(~~961~~3,781	)	$	(4,772	)	$	(4,742	)
Net loss per Class A and Class B shares
Basic	$	(0.2514	)	$	(0.0831	)	$	(0.39	)	$	(0.40	)
Diluted	$	(0.2514	)	$	(0.0831	)	$	(0.39	)	$	(0.40	)
Weighted average Class A and Class B shares outstanding
Basic		12,~~111~~120			1112,~~416~~073			12,116			11,737
Diluted		12,~~111~~120			1112,~~416~~073			12,116			11,737
Other comprehensive loss:
Unrealized gain on short-term investments	$	406		$	—		$	46		$	—
Comprehensive loss	$	(31,~~020~~706	)	$	(~~961~~3,781	)	$	(4,726	)	$	(4,742	)

The accompanying notes are an integral part of these condensed financial statements.

Kura Sushi USA, Inc.

Condensed Statements of Stockholders’ Equity

(amounts in thousands)

(Unaudited)

	Common Stock
	Class A				Class B				AdditionalPaid-in		Accumulated			Accumulated Other Comprehensive			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Income/(Loss)			Equity
Balances as of August 31, 2025		11,111	$	11		1,000	$	1	$	265,973	$	(34,892	)	$	(23	)	$	231,070
Stock-based compensation		—		—		—		—		1,128		—			—			1,128
Employee stock plan		—		—		—		—		23		—			—			23
Net loss		—		—		—		—		—		(3,060	)		—			(3,060	)
Other comprehensive income		—		—		—		—		—		—			40			40
Balances as of November 30, 2025		11,111	$	11		1,000	$	1		267,124	$	(37,952	)	$	17		$	229,201
Stock-based compensation		—		—		—		—		1,226		—			—			1,226
Employee stock plan		25		—		—		—		90		—			—			90
Net loss		—		—		—		—		—		(1,712	)		—			(1,712	)
Other comprehensive income		—		—		—		—		—		—			6			6
Balances as of February 28, 2026		11,136	$	11		1,000	$	1	$	268,440	$	(39,664	)	$	23		$	228,811
	Common Stock
	Class A				Class B				AdditionalPaid-in		Accumulated			~~Accumulated Other Comprehensive~~TotalStockholders'			~~TotalStockholders'~~
	Shares		Amount		Shares		Amount		Capital		Deficit			~~Income/(Loss)~~Equity			~~Equity~~
Balances as of August 31, 2024		10,253	$	10		1,000	$	1	$	195,515	$	(32,988	)	$	—162,538		$	~~162,538~~
Stock-based compensation		—		—		—		—		1,152		—			—1,152			~~1,152~~
Employee stock plan		11		—		—		—		493		—			—493			~~493~~
Issuance of common stock in connection with follow-on public offering, net of underwriter discounts and issuance costs		800		1		—		—		64,354		—			—64,355			~~64,355~~
Net loss		—		—		—		—		—		(961	)		—(961	)		~~(961~~	)
Balances as of November 30, 2024		11,064	$	11		1,000	$	1	$	261,514	$	(33,949	)	$	—227,577		$	~~227,577~~
Stock-based compensation		—		—		—		—		1,102		—			1,102
Employee stock plan		21		—		—		—		147		—			147
Net loss		—		—		—		—		—		(3,781	)		(3,781	)
Balances as of February 28, 2025		11,085	$	11		1,000	$	1	$	262,763	$	(37,730	)	$	225,045

The accompanying notes are an integral part of these condensed financial statements.

Kura Sushi USA, Inc.

Condensed Statements of Cash Flows

(amounts in thousands)

(Unaudited)

	Three months ended November 30,
	Six Months Ended February 28,
	2025			2024
	2026			2025
Cash flows from operating activities
Net loss	$	(34,~~060~~772	)	$	(~~961~~4,742	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		48,~~109~~386			36,~~200~~596
Stock-based compensation, net of amounts capitalized		12,~~099~~295			12,~~126~~207
Bond premium amortization		62			—
Gain on disposal of property and equipment		(19	)		—
Bond premium amortization		127			155
Changes in operating assets and liabilities:
Accounts and other receivables		~~663~~(215	)		~~(426~~1,020	)
Inventories		(~~312~~418	)		~~112~~(135	)
Due from affiliate		53101			~~130~~152
Prepaid expenses and other current assets		(~~706~~557	)		~~(181~~375	)
Deposits and other assets		~~207~~254			~~135~~112
Accounts payable		(~~1,437~~890	)		~~1,190~~(829	)
Accrued expenses and other current liabilities		~~666~~776			~~(909~~1,454	)
Salaries and wages payable		(21,~~095~~281	)		(~~582~~288	)
Operating lease liabilities and assets		14,~~499~~584			12,~~823~~915
Due to affiliate		(4650	)		(~~143~~6	)
Sales tax payable		(~~173~~231	)		(~~152~~363	)
Net cash provided by operating activities		~~529~~8,090			48,~~362~~623
Cash flows from investing activities
Payments for property and equipment		(1329,~~826~~256	)		(1123,~~555~~109	)
Payments for initial direct costs		(83115	)		(135	)
Purchases of liquor licenses		(55977	)		(~~810~~891	)
Purchases of investments		(1833,~~399~~708	)		—(25,261	)
Maturities and redemptions of investments		1935,~~700~~000			—10,000
Net cash used in investing activities		(1229,~~663~~056	)		(1239,~~500~~396	)
Cash flows from financing activities
Repayment of principal on finance leases		(2240	)		(1836	)
Proceeds from exercise of stock options		23			493
Taxes paid on vested restricted stock awards		(361	)		(256	)
Proceeds from exercise of stock options		474			896
Proceeds from the follow-on public offering, net of discounts and commissions		—			64,626
Payments of costs related to the follow-on offering		—			(272	)
Net cash provided by financing activities		173			64,~~829~~958
Increase (decrease) in cash and cash equivalents		(1220,~~133~~893	)		5634,~~691~~185
Cash and cash equivalents, beginning of period		47,498			50,986
Cash and cash equivalents, end of period	$	3526,~~365~~605		$	~~107~~85,~~677~~171
Supplemental disclosures of cash flow information
Cash paid for income taxes	$	2134		$	—34
Noncash investing activities
Acquisition of finance leases	$	2241		$	78114
Amounts unpaid for purchases of property and equipment	$	3,~~114~~694		$	1,~~943~~899
Stock-based compensation capitalized to property and equipment, net	$	2959		$	2647

The accompanying notes are an integral part of these condensed financial statements.

Kura Sushi USA, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note 1. Organization and Basis of Presentation

Kura Sushi USA, Inc. is a technology-enabled Japanese restaurant concept that provides guests with a distinctive dining experience by serving authentic Japanese cuisine through an engaging revolving sushi service model, which the Company refers to as the “Kura Experience.” Kura Sushi encourages healthy lifestyles by serving freshly prepared Japanese cuisine using high-quality ingredients that are free from artificial seasonings, sweeteners, colorings, and preservatives. Kura Sushi aims to make quality Japanese cuisine accessible to its guests across the United States through affordable prices and an inviting atmosphere. “Kura Sushi USA,” “Kura Sushi,” “Kura,” “our” and the “Company” refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires.

Basis of Presentation

The accompanying unaudited condensed financial statements (the “Condensed Financial Statements”) have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. As such, these Condensed Financial Statements should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

The accounting policies followed by the Company are set forth in Part II, Item 8, Note 2, Basis of Presentation and Summary of Significant Accounting Policies, of the Notes to Financial Statements included in the Company’s Annual Report on Form 10‑K for the fiscal year ended August 31, 2025. In the opinion of management, all adjustments necessary to fairly state the Condensed Financial Statements have been made. All such adjustments are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of results to be expected for the fiscal year ending August 31, 2026 or for any other future annual or interim period.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Fiscal Year

The Company’s fiscal year begins on September 1 and ends on August 31, and references made to “fiscal year 2026” and “fiscal year 2025” refer to the Company’s fiscal years ending August 31, 2026 and ended August 31, 2025, respectively.

Use of Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented.

Significant items subject to such estimates include asset retirement obligations, stock-based compensation, the useful lives of assets, the assessment of the recoverability of long-lived assets, and income taxes. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.

Investments

The Company invests in securities, including certificates of deposit, Treasury notes, and U.S. Government Agency debt securities. Investment classification is determined based on the accounting guidance as available for sale or held to maturity. Certificates of deposit and Treasury notes are classified as available-for-sale debt securities and measured at fair value, with unrealized gains or losses recorded in other comprehensive income (loss). U.S. Government Agency debt securities are classified as held-to-maturity and measured at amortized cost. Realized gains or losses are determined on a specific identification basis. The classification of these investments as either short-term or long-term is based on their original maturity dates, with short-term investments having maturities greater than three months but less than one year, and long-term investments having maturities greater than one year.

investments having maturities greater than three months but less than one year, and long-term investments having maturities greater than one year.

Recently Issued Accounting Pronouncements

Subsequent to November 30, 2025, in December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Narrow-Scope Improvements (Topic 270): Interim Reporting. This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice. The amendments do not change the underlying principles of interim reporting. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt the guidance in its Form 10-Q for the interim period ending November 30, 2028. The Company is currently evaluating the effects of this pronouncement on its consolidated financial statements and does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes guidance for internal-use software costs. The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years, though early adoption is permitted. The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2029. The Company is currently evaluating the effects of this pronouncement on its financial statements and does not expect the update to have a material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses”, which requires public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements. In January 2025, the FASB issued ASU 2025-01 “Income Statement-Reporting Comprehensive Income- Expense Disaggregation Disclosures- Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2028. The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires greater disaggregation of income tax disclosures related to the income tax rate reconciliation and income taxes paid and effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2026. The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Narrow-Scope Improvements (Topic 270): Interim Reporting. This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice. The amendments do not change the underlying principles of interim reporting. The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company expects to adopt the guidance in its Form 10-Q for the interim period ending November 30, 2028. The Company is currently evaluating the effects of this pronouncement on its consolidated financial statements and does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

S-3 Registration Statement

On December 29, 2025, the Company filed a universal shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC in accordance with the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective on January 7, 2026, and registered Class A common stock, preferred stock, depositary shares, warrants, subscription rights, share purchase contracts, share purchase units, and any combination of the foregoing, for a maximum aggregate offering price of up to $100.0 million, which may be sold from time to time. The terms of any securities offered under the Registration Statement and intended use of proceeds will be established at the times of the offerings and will be described in prospectus supplements filed with the SEC at the times of the offerings. The Registration Statement has a three-year term from the date of effectiveness.

Note 2. Balance Sheet Components

Accounts and Other Receivables

	November 30, 2025		August 31, 2025
	February 28, 2026		August 31, 2025
	(amounts in thousands)
Lease receivables	$	2,036	$	1,450
Credit card receivables	$	3,653	$	4,502
Credit card and other receivables		4,297		4,960
Lease receivables		2,380		1,450
Total accounts and other receivables	$	6,333	$	6,410
Other receivables		535		458
Total accounts and other receivables	$	6,568	$	6,410

Prepaid Expenses and Other Current Assets


	February 28, 2026		August 31, 2025
	(amounts in thousands)
Prepaid expenses	$	4,372	$	3,380
Other current assets		1,194		928
Total prepaid expenses and other current assets	$	5,566	$	4,308

Property and Equipment - net

	November 30, 2025			August 31, 2025
	February 28, 2026			August 31, 2025
	(amounts in thousands)
Leasehold improvements	$	~~138~~140,~~168~~134		$	129,909
Furniture and fixtures		8284,~~471~~221			76,714
Computer equipment		4,~~802~~831			4,632
Vehicles		~~232~~190			342
Software		1,017			1,017
Construction in progress		1123,~~886~~813			11,203
Property and equipment – gross		~~238~~254,~~576~~206			223,817
Less: accumulated depreciation and amortization		(5660,~~655~~850	)		(52,627	)
Total property and equipment – net	$	~~181~~193,~~921~~356		$	171,190

Depreciation and amortization expense for property and equipment was $4.13 million and $3.24 million for the three months ended ~~November~~February 3028, 2026 and February 28, 2025, respectively, and ~~November~~was 30$8.4 million and $6.6 million for the six months ended February 28, ~~2024~~2026 and February 28, 2025, respectively.

Note 3. Leases

The Company has operating and finance leases for its corporate offices, restaurant locations, warehouse, office equipment, kitchen equipment and automobiles. The Company’s finance leases are immaterial. The Company’s leases have remaining lease terms of less than 1 year to 20 years, some of which include options to extend the leases.

Lease related costs recognized in the condensed statements of operations and comprehensive loss are as follows:

		Three months ended November 30,
		Three Months Ended February 28,				Six Months Ended February 28,
		2025		2024
		2026		2025		2026		2025
		(amounts in thousands)
Operating lease cost	Classification
Operating lease cost	Occupancy and related expenses, ~~other costs~~ and general and administrative expenses	$	45,~~580~~075	$	34,~~804~~031	$	9,655	$	7,835
Variable lease cost	Occupancy and related expenses, and general and administrative expenses		1,~~177~~378		~~991~~1,030		2,556		2,021
Total operating lease cost		$	56,~~757~~453	$	45,~~795~~061	$	12,211	$	9,856

Supplemental disclosures of cash flow information related to leases are as follows:

	Three months ended November 30,
	2025		2024
	(amounts in thousands)
Operating cash flows paid for operating lease liabilities	$	3,956	$	3,166
Operating right-of-use assets obtained in exchange for new operating lease liabilities	$	16,674	$	11,016

As of November 30, 2025, the Company had an additional $54.9 million of operating lease liabilities related to restaurants for which the Company had not yet taken possession.

Supplemental disclosures of cash flow information related to leases are as follows:


	Six Months Ended February 28,
	2026		2025
	(amounts in thousands)
Operating cash flows paid for operating lease liabilities	$	8,061	$	6,581
Operating right-of-use assets obtained in exchange for new operating lease liabilities	$	31,639	$	19,496

As of February 28, 2026, the Company had an additional $26.9 million of operating lease liabilities related to restaurants for which the Company had not yet taken possession. Subsequent to February 28, 2026, the Company entered into three additional operating leases related to restaurants for which the Company has not yet taken possession. The lease liabilities associated with the leases are $11.4 million and are expected to commence in fiscal year 2026 and 2027 with lease terms of up to 20 years.

Note 4. Related Party Transactions

Kura Sushi, Inc. (“Kura Japan”) is the majority stockholder of the Company and is incorporated and headquartered in Japan. In August 2019, the Company entered into a Shared Services Agreement with Kura Japan, pursuant to which Kura Japan provides the Company with certain strategic, operational and other support services, including assigning certain employees to work for the Company as expatriates to provide support to the Company’s operations, sending its employees to the Company on a short-term basis to provide support for the opening of new restaurants or renovation of existing restaurants, and providing the Company with certain supplies, parts and equipment for use in the Company’s restaurants. In addition, the Company has agreed to continue to provide Kura Japan with certain translational support services and market research. In exchange for such services, supplies, parts and equipment, the parties pay fees to each other as set forth under the Shared Services Agreement. A right of setoff is not required; however, from time to time, either party will net settle transactions as needed. Purchases of administrative supplies, expatriate salaries and travel and other administrative expenses payable to Kura Japan are included in general and administrative expenses in the accompanying statements of operations and comprehensive loss. Purchases of equipment from Kura Japan are included in property and equipment in the accompanying balance sheets.

In August 2019, the Company entered into an Amended and Restated Exclusive License Agreement (the “License Agreement”) with Kura Japan. Pursuant to the License Agreement, the Company pays Kura Japan a royalty fee of 0.5% of the Company’s net sales in exchange for an exclusive, royalty-bearing license for the use of certain of Kura Japan’s intellectual property rights, including, but not limited to, Kura Japan’s trademarks for “Kura Sushi,” “Mr. Fresh” and “Kura Revolving Sushi Bar,” and patents for a food management system and the Mr. Fresh protective dome, among other intellectual property rights necessary to continue operation of the Company’s restaurants. Royalty payments to Kura Japan are included in other costs at the restaurant level in the accompanying condensed statements of operations and comprehensive income loss.

On April 10, 2020, the Company and Kura Japan entered into a Revolving Credit Agreement, as amended, to provide the Company a revolving credit line of $45.0 million (as amended, the “Revolving Credit Agreement”). For additional information, see “Note 6. Debt.”

Balances with Kura Japan are as follows:

	November 30, 2025		August 31, 2025
	February 28, 2026		August 31, 2025
	(amounts in thousands)
Due from affiliate	$	7325	$	126
Due to affiliate	$	~~819~~854	$	525

Reimbursements and other payments by the Company to Kura Japan were as follows:

	Three months ended November 30,
	2025		2024
	(amounts in thousands)
Related party transactions:
Expatriate salaries expense	$	35	$	29
Royalty payments		368		322
Travel and other administrative expenses		4		42.00
Purchases of equipment		1,853		1,264
Total related party transactions	$	2,260	$	1,657

Reimbursements by Kura Japan to the Company were $209 thousand and $187 thousand for the three months ended November 30, 2025 and November 30, 2024, respectively. The reimbursements were primarily for travel, professional fees and other administrative expenses.

Reimbursements and other payments by the Company to Kura Japan were as follows:


	Three Months Ended February 28,				Six Months Ended February 28,
	2026		2025		2026		2025
	(amounts in thousands)
Related party transactions:
Expatriate salaries expense	$	36	$	27	$	71	$	56
Royalty payments		400		325		768		647
Travel and other administrative expenses		1		1		5		43
Purchases of equipment		1,474		1,148		3,327		2,412
Total related party transactions	$	1,911	$	1,501	$	4,171	$	3,158

Reimbursements by Kura Japan to the Company were $52 thousand and $43 thousand for the three months ended February 28, 2026 and February 28, 2025, respectively and were $261 thousand and $230 thousand for the six months ended February 28, 2026 and February 28, 2025, respectively. The reimbursements were primarily for travel, professional fees and other administrative expenses.

Note 5. Stock-based Compensation

The following table summarizes the stock option activity under the Company’s 2018 Incentive Compensation Plan, as amended and restated (the “Stock Incentive Plan”):

	Options Outstanding
	Number of SharesUnderlyingOutstanding Options			Weighted AverageExercisePrice Per Share
Outstanding — August 31, 2025		591,421		$	44.02
Granted		6,791		$	66.90
Exercised		(685	)	$	31.55
Cancelled/forfeited		(3,688	)	$	70.13
Outstanding — November 30, 2025		593,839		$	44.14
Granted		41,137		$	65.49
Exercised		(11,941	)	$	37.91
Cancelled/forfeited		(1,589	)	$	74.32
Outstanding — February 28, 2026		621,446		$	45.59

The following table summarizes the restricted stock unit (“RSU”) activity under the Stock Incentive Plan:

	Number of SharesUnderlyingOutstanding RSU			Weighted AverageGrant Date Fair Value
Outstanding — August 31, 2025		50,425		$	81.02
Granted		—			—
Vested		—			—
Cancelled/forfeited		(1,576	)	$	82.08
Outstanding — November 30, 2025		48,849		$	80.99
Granted		54,315		$	66.81
Vested		(17,705	)	$	79.50
Cancelled/forfeited		(278	)	$	86.26
Outstanding — February 28, 2026		85,181		$	72.24

As of November 30, 2025, the Company has 8,724 performance restricted stock units (“PSUs”) outstanding with a three-year performance vesting period and a weighted average grant date fair value of $80.00.9

During the three and six months ended February 28, 2026, the Company granted 13,510 performance restricted stock units (“PSUs”) with a three-year performance vesting period and a weighted average grant date fair value of $66.81. The number of shares that will vest are based on the achievement of certain financial and operational metrics and may range from zero to a maximum amount. As of February 28, 2026, the Company has 22,234 PSUs outstanding with a weighted average grant date fair value of $71.99.

The total stock-based compensation recognized under the Stock Incentive Plan in the condensed statements of operations and comprehensive loss is as follows:

	Three months ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
	2025		2024
	2026		2025		2026		2025
	(amounts in thousands)
Restaurant-level stock-based compensation included in labor and related costs	$	~~181~~204	$	~~179~~199	$	385	$	378
Corporate-level stock-based compensation included in general and administrative expenses		~~918~~992		~~947~~882		1,910		1,829
Stock-based compensation, net of amounts capitalized		1,~~099~~196		1,~~126~~081		2,295		2,207
Amount capitalized to property and equipment - net		2930		2621		59		47
Total stock-based compensation	$	1,~~128~~226	$	1,~~152~~102	$	2,354	$	2,254

Note 6. Debt

On April 10, 2020, the Company and Kura Japan entered into a Revolving Credit Agreement, as amended, establishing a $45.0 million revolving credit line for the Company. The maturity date for each advance is 60 months from the date of disbursement and the last day of the period of availability for advances is April 10, 2025. The Revolving Credit Note under the Revolving Credit Agreement has an interest rate for advances (made on or after April 10, 2021) fixed at 130% of the Annual Compounding Long-Term Applicable Federal Rate on the date such advance is made. There are no financial covenants under the Revolving Credit Agreement with which the Company must comply.

On April 4, 2025, the Company and Kura Japan entered into a Third Amendment to Revolving Credit Agreement (the “Third Amendment”) to extend the last day of the period of availability for the advances under the credit line from April 10, 2025 to April 10, 2028. In connection with the Third Amendment, the Revolving Credit Note under the Revolving Credit Agreement was also amended by incorporating the same amendments as provided under the Third Amendment.

As of ~~November~~February 3028, ~~2025~~2026 and August 31, 2025, the Company had no outstanding balance and $45.0 million of availability remaining under the Revolving Credit Agreement. For additional information, see “Note 4. Related Party Transactions.”

Note 7. Loss Per Share

The net loss per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the loss for the year had been distributed. As the liquidation and dividend rights for Class A and Class B common stock are identical, the net loss attributable to all common stockholders is allocated on a proportionate basis.

The following table sets forth the computation of the Company’s basic and diluted net loss per share:

	Three months ended November 30,
	Three Months Ended February 28,												Six Months Ended February 28,
	2025						2024
	2026						2025						2026						2025
	Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
	(amounts in thousands, except per share data)
Net loss attributable to common stockholders	$	(21,~~807~~571	)	$	(~~253~~141	)	$	(~~877~~3,468	)	$	(84313	)	$	(4,378	)	$	(394	)	$	(4,338	)	$	(404	)
Weighted average common shares outstanding – basic		11,~~111~~120			1,000			1011,~~416~~073			1,000			11,116			1,000			10,737			1,000
Dilutive effect of stock-based awards		—			—			—			—			—			—			—			—
Weighted average common shares outstanding – diluted		11,~~111~~120			1,000			1011,~~416~~073			1,000			11,116			1,000			10,737			1,000
Net loss per share attributable to common stockholders – basic	$	(0.2514	)	$	(0.2514	)	$	(0.0831	)	$	(0.0831	)	$	(0.39	)	$	(0.39	)	$	(0.40	)	$	(0.40	)
Net loss per share attributable to common stockholders – diluted	$	(0.2514	)	$	(0.2514	)	$	(0.0831	)	$	(0.0831	)	$	(0.39	)	$	(0.39	)	$	(0.40	)	$	(0.40	)

The Company computes basic loss per common share using net loss and the weighted average number of common shares outstanding during the period, and computes diluted loss per common share using net loss and the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include dilutive outstanding employee stock options, RSUs and PSUs.

For the three and six months ended ~~November~~February 3028, ~~2025~~2026, ~~and~~there ~~November~~were ~~30,~~729 ~~2024~~thousand shares of common stock subject to outstanding employee stock options, ~~there~~RSUs and PSUs that were ~~651~~excluded ~~thousand~~from the calculation of diluted income per share because their inclusion would have been anti-dilutive. For the three and ~~631~~six ~~thousand~~months ended February 28, ~~respectively~~2025, there were 679 thousand shares of common stock subject to outstanding employee stock options, RSUs and PSUs that were excluded from the calculation of diluted ~~income~~loss per share because their inclusion would have been anti-dilutive.

Note 8. Commitments and Contingencies

Purchase Obligations

We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature. As of ~~November~~February 3028, ~~2025~~2026, we had an aggregate of approximately $2519.73 million in contractual obligations which consisted of $1312.54 million in purchase commitments for food related to restaurant operations and $126.29 million related to the construction of new restaurants.

Legal Matters

On December 9, 2024, a former employee filed a putative class action complaint in the Superior Court of California in Los Angeles, individually and on behalf of others similarly situated, against the Company alleging certain violations of California labor laws. The complaint alleges various wage and hour violations under the California Labor Code and related statutes. Plaintiff has also served a Private Attorneys General Act (“PAGA”) notice for the same alleged wage and hour violations. ~~The~~In February 2026, the Company ~~will~~reached ~~continue~~an agreement to ~~vigorously~~settle ~~defend~~the ~~its~~claims ~~position~~for in$0.9 ~~this~~million, ~~matter~~subject to court approval. The Company isexpensed ~~currently~~$0.9 ~~unable~~million related to ~~estimate~~this settlement within general and administrative expenses in the ~~range~~statements of ~~possible~~operations ~~losses~~and ~~associated~~comprehensive ~~with~~loss during the three months ended February 28, 2026, and has an accrued liability of $0.9 million related to this ~~proceeding~~settlement as of February 28, 2026.

The Company is involved from time to time in various legal proceedings that arise in the ordinary course of business, including but not limited to commercial disputes, environmental matters, employee related claims, intellectual property disputes and litigation in connection with transactions, including acquisitions and divestitures.

In the opinion of management, the Company does not believe that such litigation, claims, and administrative proceedings will have a material adverse effect on its business, financial position, results of operations or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims, including the putative class action referenced above, could materially and adversely affect its business, financial condition, results of operations or cash flows. The Company records a liability when a loss is considered probable, and the amount can be reasonably estimated.

above, could materially and adversely affect its business, financial condition, results of operations or cash flows. The Company records a liability when a loss is considered probable, and the amount can be reasonably estimated.

Note 9. Income Taxes

The Company recorded an income tax expense of $36 thousand and $39 thousand for the three months ended November 30, 2025 and November 30, 2024, respectively. The Company’s effective tax rates for the three months ended November 30, 2025 substantially differed from the federal statutory tax rate of 21% primarily due to a valuation allowance for the Company’s deferred tax assets and permanent differences related to the tax credit for a portion of the Social Security and Medicare taxes (FICA taxes) paid on employer tips.

The Company continually monitors and performs an assessment of the realizability of its deferred tax assets, including an analysis of factors such as future taxable income, reversal of existing taxable temporary differences, and tax planning strategies. In assessing the need for a valuation allowance, the Company considered both positive and negative evidence related to the likelihood of realization of deferred tax assets using a “more likely than not” standard. In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses. Based on the Company’s review of this evidence, management determined that a full valuation allowance against all of the Company’s net deferred tax assets at November 30, 2025 was appropriate.

On July 4, 2025, the President signed into law, the reconciliation tax bill, commonly known as the "One Big Beautiful Bill Act" (OBBA). Notable corporate provisions include the restoration of 100% bonus depreciation; the creation of Section 174A, which reinstates expensing for domestic research and experimental (R&E) expenditures; modifications to Section 163(j) interest limitations; updates to the rules for global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII); amendments to the rules for energy credits; and the expansion of Section 162(m) aggregation requirements. OBBA did not have a material impact on the Company’s effective tax rate or income tax expense for the three months ended November 30, 2025.

Note 9. Income Taxes

The Company recorded an income tax expense of $51 thousand and $38 thousand for the three months ended February 28, 2026 and February 28, 2025, respectively and income tax expense of $87 thousand and $77 thousand for the six months ended February 28, 2026 and February 28, 2025, respectively. The Company’s effective tax rates for the three and six months ended February 28, 2026 substantially differed from the federal statutory tax rate of 21% primarily due to a valuation allowance for the Company’s deferred tax assets and permanent differences related to the tax credit for a portion of the Social Security and Medicare taxes (Federal Insurance Contribution Act taxes) paid on employer tips.

On July 4, 2025, the President signed into law, the reconciliation tax bill, commonly known as the "One Big Beautiful Bill Act" (OBBA). Notable corporate provisions include the restoration of 100% bonus depreciation; the creation of Section 174A, which reinstates expensing for domestic research and experimental expenditures; modifications to Section 163(j) interest limitations; updates to the rules for global intangible low-taxed income and foreign-derived intangible income; amendments to the rules for energy credits; and the expansion of Section 162(m) aggregation requirements. OBBA did not have a material impact on the Company’s effective tax rate or income tax expense for the three and six months ended February 28, 2026.

Note 10. Fair Value Measurements

The following table sets forth the Company’s assets measured at fair value on a recurring basis as of ~~November~~February 3028, ~~2025~~2026.

	Level 1		Level 2		Level 3		Total
	(amounts in thousands)
Assets:
Certificate of Deposit	$	—	$	524	$	—	$	524
Treasury bills		2022,~~652~~229		—		—		2022,~~652~~229
U.S. Government Agency debt securities		—		2120,~~919~~216		—		2120,~~919~~216
Total assets at fair value	$	2022,~~652~~229	$	2220,~~443~~740	$	—	$	4342,~~095~~969

The Company’s financial statements include cash and cash equivalents, accounts and other receivables, accounts payable, accrued expenses and other current liabilities, and salaries and wages payable for which the carrying amounts approximate fair value due to their short-term maturity. The fair value of our Treasury notes are valued using Level 1 inputs of the fair value hierarchy. The fair value of our Certificate of Deposit and U.S. Government Agency debt securities are valued using Level 2 inputs of the fair value hierarchy. Level 2 inputs are based on market data that include factors such as interest rates, market and pricing activity and other market-based valuation techniques. The fair value of payments due to or from Kura Japan is not determinable due to its related-party nature. These related-party balances are not based on observable market inputs and may not reflect arm’s-length terms, making a reliable fair value measurement impracticable.

Note 11—Segment Information

The Company operates as one reportable segment: company-owned restaurants and in one geographic area: the United States of America. The Company does not have intra-entity sales or transfers. Sales represent sales of food and beverages in restaurants. The Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), evaluates performance and allocates resources based on sales and operating income (loss). The CODM does not review segment assets at a level different than what is reported in the Company’s Consolidated Balance Sheet.

Reported segment sales and expenses are presented below:

	Three months ended November 30,
	Three Months Ended February 28,						Six Months Ended February 28,
	2025			2024
	2026			2025			2026			2025
	(amounts in thousands)
Sales	$	7380,~~455~~018		$	64,~~456~~894		$	153,473		$	129,350
Restaurant operating costs:
Food and beverage costs		2124,~~934~~317			18,~~667~~630			46,251			37,297
Labor and related costs		2324,~~898~~578			2122,~~235~~593			48,476			43,828
Occupancy and related expenses		56,~~838~~518			45,~~754~~099			12,356			9,853
Depreciation and amortization expenses		34,~~980~~142			3,~~091~~286			8,122			6,377
Other costs		11,~~805~~589			98,~~341~~780			23,394			18,121
Total restaurant operating costs		6771,~~455~~144			5758,~~088~~388			138,599			115,476
General and administrative expenses		910,~~551~~967			810,~~733~~985			20,518			19,718
Depreciation and amortization expenses		~~129~~135			~~109~~110			264			219
Total operating expenses		7782,~~135~~246			6569,~~930~~483			159,381			135,413
Operating loss		(32,~~680~~228	)		(14,~~474~~589	)		(5,908	)		(6,063	)
Reconciliation to net loss:
Other expense (income):
Interest expense		1815			13			33			26
Interest income		(~~674~~582	)		(~~565~~859	)		(1,256	)		(1,424	)
Loss before income taxes		(31,~~024~~661	)		(~~922~~3,743	)		(4,685	)		(4,665	)
Income tax expense		3651			3938			87			77
Net loss	$	(31,~~060~~712	)	$	(~~961~~3,781	)	$	(4,772	)	$	(4,742	)

Note 12—Investments

As of November 30, 2025 and August 31, 2025, the Company’s investments are summarized below. The Company has one certificate of deposit of $0.5 million, which is restricted to funding a collateral account relating to a standby letter of credit. Based on the evaluation of credit risk factors guaranteed by the U.S. government, the Company has concluded that an allowance for credit losses is unnecessary for its investments.

	November 30, 2025
	Amortized cost basis		Unrealized holding gains		Unrealized holding losses			Aggregate fair value
	(amounts in thousands)
Current
Available-for-sale:
Treasury notes	$	14,795	$	17	$	—		$	14,812
Certificate of deposit		524		—		—			524
Total Current	$	15,319	$	17	$	—		$	15,336
Non-Current
Available-for-sale:
Treasury notes	$	5,840	$	—	$	—		$	5,840
Held to maturity:
U.S. Government Agency debt securities		22,006		—		(87	)	$	21,919
Total Non-Current	$	27,846	$	—	$	(87	)	$	27,759
	August 31, 2025
	Amortized cost basis		Unrealized holding gains		Unrealized holding losses			Aggregate fair value
	(amounts in thousands)
Current
Available-for-sale:
Treasury notes	$	14,463	$	—	$	(23	)	$	14,440
Certificate of deposit		524		—		—			524
Total Current	$	14,987	$	—	$	(23	)	$	14,964
Non-Current
Available-for-sale:
Treasury notes	$	1,468	$	—	$	—		$	1,468
Held to maturity:
U.S. Government Agency debt securities		28,074		—		(69	)		28,005
Total Non-Current	$	29,542	$	—	$	(69	)	$	29,473

The following table sets forth the maturities of the Company’s investments as of November 30, 2025 and August 31, 2025.

	November 30, 2025				August 31, 2025
	Carrying amount		Fair value		Carrying amount		Fair value
	(amounts in thousands)				(amounts in thousands)
Available-for-sale:
Due within one year	$	15,336	$	15,336	$	14,964	$	14,964
Due within one year through five years		5,840		5,840		1,468		1,468
	$	21,176	$	21,176	$	16,432	$	16,432
Held to maturity:
Due within one year through five years	$	22,006	$	21,919	$	28,074	$	28,005

Note 1312—~~Subsequent Event~~Investments

OnAs ~~December~~of ~~29,~~February ~~2025~~28, ~~the~~2026 ~~Company~~and ~~filed~~August a31, ~~universal~~2025, ~~shelf registration statement on Form S-3 (~~the ~~“Registration~~Company’s ~~Statement”)~~investments ~~with~~are ~~the~~summarized ~~SEC in accordance with the Securities Act of 1933, as amended (the “Securities Act”)~~below. The ~~Registration~~Company ~~Statement~~has ~~registers~~one ~~Class~~certificate ~~A common stock, preferred stock, depositary shares, warrants, subscription rights, share purchase contracts, share purchase units, and any combination~~ of ~~the~~deposit ~~foregoing, for a maximum aggregate offering price~~ of ~~up to~~ $~~100.~~0.5 million, which ~~may~~is berestricted ~~sold~~to ~~from~~funding ~~time~~a tocollateral ~~time,~~account ~~subject~~relating to ~~the~~a ~~Registration~~standby ~~Statement~~letter ~~being~~of ~~declared effective by the SEC~~credit. ~~The~~Based ~~terms~~on ~~of any securities offered under~~ the ~~Registration~~evaluation ~~Statement and intended use~~ of ~~proceeds~~credit ~~will~~risk befactors ~~established~~guaranteed atby the ~~times~~U.S. ofgovernment, the ~~offerings~~Company ~~and~~has ~~will~~concluded bethat ~~described~~an inallowance ~~prospectus~~for ~~supplements~~credit ~~filed~~losses ~~with~~is ~~the~~unnecessary ~~SEC~~for atits ~~the times of the offerings~~investments. ~~The Registration Statement has a three-year term once declared effective by the SEC.~~


	February 28, 2026
	Amortized cost basis		Unrealized holding gains		Unrealized holding losses			Aggregate fair value
	(amounts in thousands)
Current
Available-for-sale:
Treasury notes	$	14,997	$	23	$	—		$	15,020
Certificate of deposit		524		—		—			524
Held to maturity:
U.S. Government Agency debt securities		5,892		—		(48	)		5,844
Total Current	$	21,413	$	23	$	(48	)	$	21,388

Non-Current
Available-for-sale:
Treasury notes	$	7,209	$	—	$	—		$	7,209
Held to maturity:
U.S. Government Agency debt securities		14,454		—		(83	)		14,371
Total Non-Current	$	21,663	$	—	$	(83	)	$	21,580

	August 31, 2025
	Amortized cost basis		Unrealized holding gains		Unrealized holding losses			Aggregate fair value
	(amounts in thousands)
Current
Available-for-sale:
Treasury notes	$	14,463	$	—	$	(23	)	$	14,440
Certificate of deposit		524		—		—			524
Total Current	$	14,987	$	—	$	(23	)	$	14,964

Non-Current
Available-for-sale:
Treasury notes	$	1,468	$	—	$	—		$	1,468
Held to maturity:
U.S. Government Agency debt securities		28,074		—		(69	)		28,005
Total Non-Current	$	29,542	$	—	$	(69	)	$	29,473

The following table sets forth the maturities of the Company’s investments as of February 28, 2026 and August 31, 2025.


	February 28, 2026				August 31, 2025
	Carrying amount		Fair value		Carrying amount		Fair value
	(amounts in thousands)				(amounts in thousands)
Available-for-sale:
Due within one year	$	15,544	$	15,544	$	14,964	$	14,964
Due within one year through five years		7,209		7,209		1,468		1,468
	$	22,753	$	22,753	$	16,432	$	16,432
Held to maturity:
Due within one year	$	5,892	$	5,844	$	—	$	—
Due within one year through five years		14,454		14,371		28,074		28,005
	$	20,346	$	20,215	$	28,074	$	28,005

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited financial statements and the related notes included in this Quarterly Report on Form 10-Q and with the audited financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (the “Annual Report”).

In addition to historical information, the following discussion and analysis contains forward-looking statements, such as statements about our plans, objectives, expectations, and intentions, which are based on current assumptions and involve risks, uncertainties and assumptions as set forth and described in the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of the Annual Report. You should review those sections in our Annual Report for a discussion of important factors, including the continuing development of our business and other factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q.

“Kura Sushi USA,” “Kura Sushi,” “Kura,” “we,” “us,” “our,” “our company” and the “Company” refer to Kura Sushi USA, Inc. unless expressly indicated or the context otherwise requires.

Overview

Kura Sushi USA is a technology-enabled Japanese restaurant concept that provides guests with a distinctive dining experience by serving authentic Japanese cuisine through an engaging revolving sushi service model, which we refer to as the “Kura Experience.” We encourage healthy lifestyles by serving freshly prepared Japanese cuisine using high-quality ingredients that are free from artificial seasonings, sweeteners, colorings, and preservatives. We aim to make quality Japanese cuisine accessible to our guests across the United States through affordable prices and an inviting atmosphere.

Business Trends

During the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, we opened ~~four~~five restaurants and expanded our restaurant base to 8384 restaurants in 22 states and Washington, DC. Subsequent to February 28, 2026, we opened four additional restaurants totaling 88 restaurants. We expect to open a total of 16 new restaurants in fiscal year 2026 and therefore, we expect our revenue and restaurant operating costs to increase in fiscal year 2026. We also expect our general and administrative expenses to increase on a dollar basis in fiscal 2026 to support the growth of the company.

We have evaluated and will continue to evaluate the impact of import laws and tariffs on our operations. During the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026, tariffs ~~had~~continued to have a considerable impact on our business, financial condition, results of operations and cash flows. Based on the current economic environment, tariffs are expected to continue to have a considerable impact on our operations in certain areas, such as food and beverage costs, construction and equipment costs and other restaurant operating costs throughout fiscal year 2026. The reduction in tariffs on our food and beverage costs are offset by an increase in commodity inflation and therefore, based on the current economic environment, we expect our food and beverage costs as a percentage of sales for the remainder of fiscal year 2026 to remain reasonably consistent with the six months ended February 28, 2026. In addition, ongoing geopolitical events could lead to a disruption of energy supplies, which could impact inflation, disrupt global supply chains and food distribution markets, and adversely impact consumer spending which could adversely affect our business, financial condition or results of operations. We have historically used menu price increases to manage profitability in times of inflation or tariff increases. During ~~the~~our ~~three~~fiscal ~~months~~first ~~ended~~quarter ~~November 30~~2026, ~~2025,~~ we increased menu prices, which we expect will partially offset the impact on our operations in fiscal year 2026. See our Annual Report on Form 10-K “Part I, Item 1A, “Risk Factors — Risks Related to Our Operations and Growth Strategy”.

Key Financial Definitions

Sales. Sales represent sales of food and beverages in restaurants. Restaurant sales in a given period are directly impacted by the number of restaurants we operate and comparable restaurant sales performance.

Food and beverage costs. Food and beverage costs are variable in nature, change with sales volume and are influenced by menu mix and subject to increases or decreases based on fluctuations in commodity costs. Other important factors causing fluctuations in food and beverage costs include seasonality and restaurant-level management of food waste. Food and beverage costs are a substantial expense and are expected to grow proportionally as our sales grow.

Labor and related expenses. Labor and related expenses include all restaurant-level management and hourly labor costs, including wages, employee benefits, stock-based compensation for restaurant-level employees and payroll taxes. Similar to the food and beverage costs that we incur, labor and related expenses are expected to grow proportionally as our sales grow. Factors that influence fluctuations in our labor and related expenses include minimum wage and payroll tax legislation, the frequency and severity of workers’ compensation claims, healthcare costs and by the performance of our restaurants.

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influence fluctuations in our labor and related expenses include minimum wage and payroll tax legislation, the frequency and severity of workers’ compensation claims, healthcare costs and by the performance of our restaurants.

Occupancy and related expenses. Occupancy and related expenses include rent for all restaurant locations and related taxes.

Depreciation and amortization expenses. Depreciation and amortization expenses are periodic non-cash charges that consist of depreciation of fixed assets, including equipment and capitalized leasehold improvements. Depreciation is determined using the straight-line method over the assets’ estimated useful lives, which range from three to 20 years.

Other costs. Other costs include credit card processing fees, repairs and maintenance, restaurant-level advertising and promotions, restaurant supplies, royalty payments to Kura Japan, utilities and other restaurant-level expenses.

General and administrative expenses. General and administrative expenses include expenses associated with corporate and regional supervision functions that support the operations of existing restaurants and development of new restaurants, including compensation and benefits, travel expenses, stock-based compensation for corporate-level employees, legal and professional fees, information systems, corporate office rent and other related corporate costs. General and administrative expenses are expected to grow as our unit base grows.

Interest expense. Interest expense includes cash and non-cash charges related to our line of credit and finance lease obligations.

Interest income. Interest income includes income earned on our money market funds and investments.

Income tax expense (benefit). Provision for income taxes represents federal, state and local current and deferred income tax expense (benefit).

Results of Operations

The following tables present selected comparative results of operations for the three months ended November 30, 2025 and 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the tables below may not recalculate or sum up to 100% due to rounding.

	Three months ended November 30,
	2025			2024			$ Change			% Change
	(dollar amounts in thousands)
Sales	$	73,455		$	64,456		$	8,999			14.0		%
Restaurant operating costs
Food and beverage costs		21,934			18,667			3,267			17.5
Labor and related costs		23,898			21,235			2,663			12.5
Occupancy and related expenses		5,838			4,754			1,084			22.8
Depreciation and amortization expenses		3,980			3,091			889			28.8
Other costs		11,805			9,341			2,464			26.4
Total restaurant operating costs		67,455			57,088			10,367			18.2
General and administrative expenses		9,551			8,733			818			9.4
Depreciation and amortization expenses		129			109			20			18.3
Total operating expenses		77,135			65,930			11,205			17.0
Operating loss		(3,680	)		(1,474	)		(2,206	)		(149.6	)
Other expense (income):
Interest expense		18			13			5			38.5
Interest income		(674	)		(565	)		(109	)		19.3
Loss before income taxes		(3,024	)		(922	)		(2,102	)		228.0
Income tax expense		36			39			(3	)		(7.7	)
Net loss	$	(3,060	)	$	(961	)	$	(2,099	)		218.4		%

	Three months ended November 30,
	2025				2024
	(as a percentage of sales)
Sales		100.0		%		100.0		%
Restaurant operating costs
Food and beverage costs		29.9				29.0
Labor and related costs		32.5				32.9
Occupancy and related expenses		7.9				7.4
Depreciation and amortization expenses		5.4				4.8
Other costs		16.1				14.5
Total restaurant operating costs		91.8				88.6
General and administrative expenses		13.0				13.5
Depreciation and amortization expenses		0.2				0.2
Total operating expenses		105.0				102.3
Operating loss		(5.0	)			(2.3	)
Other expense (income):
Interest expense		—				—
Interest income		(0.9	)			(0.9	)
Loss before income taxes		(4.1	)			(1.4	)
Income tax expense		—				0.1
Net loss		(4.1	)	%		(1.5	)	%

Three Months Ended November 30, 2025 Compared to Three Months Ended November 30, 2024

Sales. Sales were $73.5 million for the three months ended November 30, 2025 compared to $64.5 million for the three months ended November 30, 2024, representing an increase of $9.0 million, or 14.0%. The increase in sales was primarily driven by the sales resulting from thirteen new restaurants that opened subsequent to November 30, 2024, as well as increases in menu prices during the same period. Comparable restaurant sales decreased 2.5%, consisting of negative traffic of 2.5% and flat price/mix, for the three months ended November 30, 2025, as compared to the three months ended November 30, 2024. The decrease in traffic is a result of lower consumer spending due to the macroeconomic environment.

Food and beverage costs. Food and beverage costs were $21.9 million for the three months ended November 30, 2025 compared to $18.7 million for the three months ended November 30, 2024, representing an increase of $3.2 million, or 17.5%. The increase in food and beverage costs was primarily driven by costs associated with sales from thirteen new restaurants that opened subsequent to November 30, 2024. As a percentage of sales, food and beverage costs increased to 29.9% in the three months ended November 30, 2025 as compared to 29.0% in the three months ended November 30, 2024, primarily due to tariffs on imported ingredients, which was partially offset by increases in menu prices.

Labor and related costs. Labor and related costs were $23.9 million for the three months ended November 30, 2025 compared to $21.2 million for the three months ended November 30, 2024, representing an increase of $2.7 million, or 12.5%. This increase in labor and related costs was primarily driven by additional labor costs incurred from thirteen new restaurants that opened subsequent to November 30, 2024. As a percentage of sales, labor and related costs decreased to 32.5% in the three months ended November 30, 2025 as compared to 32.9% in the three months ended November 30, 2024, primarily due to increases in menu prices and initiatives relating to operations, partially offset by sales deleverage as a result of a decrease in comparable restaurant sales and labor inflation.

Occupancy and related expenses. Occupancy and related expenses were $5.8 million for the three months ended November 30, 2025 compared to $4.8 million for the three months ended November 30, 2024, representing an increase of $1.0 million, or 22.8%. The increase was primarily a result of additional lease expense related to the opening of thirteen new restaurants that opened subsequent to November 30, 2024. As a percentage of sales, occupancy and related expenses increased to 7.9% in the three months ended November 30, 2025 as compared to 7.4% in the three months ended November 30, 2024, primarily driven by sales deleverage as a result of a decrease in comparable restaurant sales.

~~Depreciation~~Results ~~and amortization expenses. Depreciation and amortization expenses incurred as part~~ of restaurant operating costs were $4.0 million for the three months ended November 30, 2025 compared to $3.1 million for the three months ended November 30, 2024, representing an increase of $0.9 million, or 28.8%. The increase consists of depreciation of property and equipment related to the thirteen new restaurants that opened subsequent to November 30, 2024. As a percentage of sales, depreciation and amortization expenses at the restaurant level was 5.4% for the three months ended November 30, 2025 as compared to 4.8% in the three months ended November 30, 2024, primarily driven by sales deleverage as a result of a decrease in comparable restaurant sales and remodel costs. Depreciation and amortization expenses incurred at the corporate level were $0.1 million for both the three months ended November 30, 2025 and November 30, 2024, and as a percentage of sales were both 0.2%.Operations

~~Other~~The ~~costs.~~following ~~Other~~tables ~~costs~~present ~~were~~selected ~~$11.8~~comparative ~~million~~results ~~for~~of ~~the~~operations ~~three months ended November 30, 2025 compared to $9.3 million~~ for the three and six months ended ~~November~~February 3028, ~~2024,~~2026 ~~representing~~and anFebruary ~~increase of $2.5 million~~28, ~~or 26~~2025.~~4%.~~ ~~The~~Our ~~increase~~financial ~~was~~results ~~primarily~~for ~~driven~~these byperiods anare ~~increase~~not innecessarily ~~costs~~indicative ~~related~~of to the ~~thirteen~~financial ~~new~~results ~~restaurants~~ that ~~opened~~we ~~subsequent~~will toachieve ~~November~~in ~~30,~~future ~~2024~~periods. AsCertain atotals ~~percentage~~for ~~of sales, other costs increased to 16.1% in~~ the ~~three~~tables ~~months~~below ~~ended~~may ~~November~~not ~~30,~~recalculate ~~2025~~or assum ~~compared~~up to ~~14.5~~100% indue ~~the~~to three months ended November 30, 2024, primarily driven by higher marketing expenses, repair and maintenance costs, utilities and travel expenses, as well as sales deleverage as a result of a decrease in comparable restaurant salesrounding.

General and administrative expenses. General and administrative expenses were $9.6 million for the three months ended November 30, 2025 compared to $8.7 million for the three months ended November 30, 2024, representing an increase of $0.9 million, or 9.4%. This increase was primarily due to litigation expenses of $0.2 million, professional fees of $0.2 million, travel expenses of $0.1 million and $0.4 million of other net increases. As a percentage of sales, general and administrative expenses decreased to 13.0% in the three months ended November 30, 2025 as compared to 13.5% in the three months ended November 30, 2024, primarily due to sales leverage.


	Three Months Ended February 28,
	2026			2025			$ Change			% Change
	(dollar amounts in thousands)
Sales	$	80,018		$	64,894		$	15,124			23.3		%
Restaurant operating costs
Food and beverage costs		24,317			18,630			5,687			30.5
Labor and related costs		24,578			22,593			1,985			8.8
Occupancy and related expenses		6,518			5,099			1,419			27.8
Depreciation and amortization expenses		4,142			3,286			856			26.0
Other costs		11,589			8,780			2,809			32.0
Total restaurant operating costs		71,144			58,388			12,756			21.8
General and administrative expenses		10,967			10,985			(18	)		(0.2	)
Depreciation and amortization expenses		135			110			25			22.7
Total operating expenses		82,246			69,483			12,763			18.4
Operating loss		(2,228	)		(4,589	)		2,361			(51.3	)
Other expense (income):
Interest expense		15			13			2			15.4
Interest income		(582	)		(859	)		277			(32.2	)
Loss before income taxes		(1,661	)		(3,743	)		2,082			(55.6	)
Income tax expense		51			38			13			34.2
Net loss	$	(1,712	)	$	(3,781	)	$	2,069			54.7		%


	Six Months Ended February 28,
	2026			2025			$ Change			% Change
	(dollar amounts in thousands)
Sales	$	153,473		$	129,350		$	24,123			18.6		%
Restaurant operating costs
Food and beverage costs		46,251			37,297			8,954			24.0
Labor and related costs		48,476			43,828			4,648			10.6
Occupancy and related expenses		12,356			9,853			2,503			25.4
Depreciation and amortization expenses		8,122			6,377			1,745			27.4
Other costs		23,394			18,121			5,273			29.1
Total restaurant operating costs		138,599			115,476			23,123			20.0
General and administrative expenses		20,518			19,718			800			4.1
Depreciation and amortization expenses		264			219			45			20.5
Total operating expenses		159,381			135,413			23,968			17.7
Operating loss		(5,908	)		(6,063	)		155			(2.6	)
Other expense (income):
Interest expense		33			26			7			26.9
Interest income		(1,256	)		(1,424	)		168			(11.8	)
Loss before income taxes		(4,685	)		(4,665	)		(20	)		0.4
Income tax expense		87			77			10			13.0
Net loss	$	(4,772	)	$	(4,742	)	$	(30	)		0.6		%

~~Interest expense. Interest expense was $~~18 ~~thousand for the three months ended November 30, 2025 compared to $13 thousand for the three months ended November 30, 2024.~~

Interest income. Interest income was $674 thousand for the three months ended November 30, 2025 compared to $565 thousand for the three months ended November 30, 2024. The increase was primarily driven by investing incremental cash from our follow-on offering completed in November 2024 into interest-bearing money market funds and investments, partially offset by lower interest rates and withdraws for cash operating needs.


	Three Months Ended February 28,								Six Months Ended February 28,
	2026				2025				2026				2025
	(as a percentage of sales)
Sales		100.0		%		100.0		%		100.0		%		100.0		%
Restaurant operating costs
Food and beverage costs		30.4				28.7				30.1				28.8
Labor and related costs		30.7				34.8				31.6				33.9
Occupancy and related expenses		8.1				7.9				8.1				7.6
Depreciation and amortization expenses		5.2				5.1				5.3				4.9
Other costs		14.5				13.5				15.2				14.0
Total restaurant operating costs		88.9				90.0				90.3				89.2
General and administrative expenses		13.7				16.9				13.4				15.2
Depreciation and amortization expenses		0.2				0.2				0.2				0.2
Total operating expenses		102.8				107.1				103.9				104.6
Operating loss		(2.8	)			(7.1	)			(3.9	)			(4.6	)
Other expense (income):
Interest expense		—				—				—				—
Interest income		(0.7	)			(1.3	)			(0.8	)			(1.1	)
Loss before income taxes		(2.1	)			(5.8	)			(3.1	)			(3.5	)
Income tax expense		0.1				0.1				0.1				0.1
Net loss		(2.2	)	%		(5.9	)	%		(3.2	)	%		(3.6	)	%

~~Income~~Three ~~tax~~Months ~~expense.~~Ended ~~Income~~February ~~tax expense was $36 thousand for the three months ended November 30~~28, ~~2025~~2026 ~~compared~~Compared to anThree ~~income~~Months ~~tax~~Ended ~~expense~~February ~~of $39 thousand for the three months ended November 30~~28, ~~2024. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.~~2025

Sales. Sales were $80.0 million for the three months ended February 28, 2026 compared to $64.9 million for the three months ended February 28, 2025, representing an increase of $15.1 million, or 23.3%. The increase in sales was primarily driven by the sales resulting from eleven new restaurants that opened subsequent to February 28, 2025, as well as increases in menu prices during the same period. Comparable restaurant sales increased 8.6%, consisting of traffic of 4.3% and price/mix of 4.3%, for the three months ended February 28, 2026, as compared to the three months ended February 28, 2025. The increase in traffic is primarily due to incremental promotional collaborations as it relates to our Bikkura-Pon prizes and giveaways as compared to the prior year.

Food and beverage costs. Food and beverage costs were $24.3 million for the three months ended February 28, 2026 compared to $18.6 million for the three months ended February 28, 2025, representing an increase of $5.7 million, or 30.5%. The increase in food and beverage costs was primarily driven by costs associated with sales from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, food and beverage costs increased to 30.4% in the three months ended February 28, 2026 as compared to 28.7% in the three months ended February 28, 2025, primarily due to tariffs on imported ingredients, which was partially offset by increases in menu prices.

Labor and related costs. Labor and related costs were $24.6 million for the three months ended February 28, 2026 compared to $22.6 million for the three months ended February 28, 2025, representing an increase of $2.0 million, or 8.8%. This increase in labor and related costs was primarily driven by additional labor costs incurred from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, labor and related costs decreased to 30.7% in the three months ended February 28, 2026 as compared to 34.8% in the three months ended February 28, 2025, primarily due to initiatives relating to operations, such as the reservation system and scheduling, increases in menu prices and improved sales leverage, partially offset by low-single digit wage inflation.

Occupancy and related expenses. Occupancy and related expenses were $6.5 million for the three months ended February 28, 2026 compared to $5.1 million for the three months ended February 28, 2025, representing an increase of $1.4 million, or 27.8%. The increase was primarily a result of additional lease expense related to the opening of eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, occupancy and related expenses increased to 8.1% in the three months ended February 28, 2026 as compared to 7.9% in the three months ended February 28, 2025, primarily driven by incremental pre-opening lease expenses.

Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $4.1 million for the three months ended February 28, 2026 compared to $3.3 million for the three months ended February 28, 2025, representing an increase of $0.8 million, or 26.0%. The increase consists of depreciation of property and equipment related to the eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, depreciation and amortization expenses at the restaurant level remained relatively consistent at 5.2% for the three months ended February 28, 2026 and 5.1% in the three months ended February 28, 2025. Depreciation and amortization expenses incurred at the corporate level were $0.1 million, or 0.2% as a percentage of sales, for both the three months ended February 28, 2026 and February 28, 2025.

Other costs. Other costs were $11.6 million for the three months ended February 28, 2026 compared to $8.8 million for the three months ended February 28, 2025, representing an increase of $2.8 million, or 32.0%. The increase was primarily driven by an increase in costs related to the eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, other costs increased to 14.5% in the three months ended February 28, 2026 as compared to 13.5% in the three months ended February 28, 2025, primarily driven by higher marketing expenses due to incremental promotional collaborations, as well as utilities.

General and administrative expenses. General and administrative expenses were $11.0 million for both the three months ended February 28, 2026 and February 28, 2025. This change was primarily due to the increase in compensation-related costs of $0.7 million and $0.2 million of other net expenses, partially offset by a net decrease in litigation costs of $0.9 million. As a percentage of sales, general and administrative expenses decreased to 13.7% in the three months ended February 28, 2026 as compared to 16.9% in the three months ended February 28, 2025, primarily due to sales leverage of compensation-related and litigation costs.

Interest expense. Interest expense was $15 thousand for the three months ended February 28, 2026 compared to $13 thousand for the three months ended February 28, 2025.

Interest income. Interest income was $582 thousand for the three months ended February 28, 2026 compared to $859 thousand for the three months ended February 28, 2025. The decrease was primarily driven by lower interest rates and withdraws for cash operating needs.

Income tax expense. Income tax expense was $51 thousand for the three months ended February 28, 2026 compared to an income tax expense of $38 thousand for the three months ended February 28, 2025. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.

Six Months Ended February 28, 2026 Compared to Six Months Ended February 28, 2025

Sales. Sales were $153.5 million for the six months ended February 28, 2026 compared to $129.4 million for the six months ended February 28, 2025, representing an increase of $24.1 million, or 18.6%. The increase in sales was primarily driven by the sales resulting from eleven new restaurants that opened subsequent to February 28, 2025, as well as increases in menu prices during the same period. Comparable restaurant sales increased 3.0%, consisting of traffic of 0.9% and a price/mix of 2.1% for the six months ended February 28, 2026, as compared to the six months ended February 28, 2025.

Food and beverage costs. Food and beverage costs were $46.3 million for the six months ended February 28, 2026 compared to $37.3 million for the six months ended February 28, 2025, representing an increase of $9.0 million, or 24.0%. The increase in food and beverage costs was primarily driven by costs associated with sales from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, food and beverage costs increased to 30.1% in the six months ended February 28, 2026 as compared to 28.8% in the six months ended February 28, 2025, primarily due to tariffs on imported ingredients, which was partially offset by increases in menu prices.

Labor and related costs. Labor and related costs were $48.5 million for the six months ended February 28, 2026 compared to $43.8 million for the six months ended February 28, 2025, representing an increase of $4.7 million, or 10.6%. This increase in labor and related costs was primarily driven by additional labor costs incurred from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, labor and related costs decreased to 31.6% in the six months ended February 28, 2026 as compared to 33.9% in the six months ended February 28, 2025. The decrease in cost as a percentage of sales was primarily due to initiatives relating to operations such as the reservation system and scheduling, increases in menu prices and improved sales leverage, partially offset by low-single digit wage inflation.

Occupancy and related expenses. Occupancy and related expenses were $12.4 million for the six months ended February 28, 2026 compared to $9.9 million for the six months ended February 28, 2025, representing an increase of $2.5 million, or 25.4%. The increase was primarily a result of additional lease expense related to the opening of eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, occupancy and related expenses increased to 8.1% in the six months ended February 28, 2026, compared to 7.6% in the six months ended February 28, 2025, primarily driven by incremental pre-opening lease expenses.

Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $8.1 million for the six months ended February 28, 2026 compared to $6.4 million for the six months ended February 28, 2025, representing an increase of $1.7 million, or 27.4%. The increase consists of depreciation of property and equipment related to eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, depreciation and amortization expenses at the restaurant level were 5.3% for the six months ended February 28, 2026 as compared to 4.9% for the six months ended February 28, 2025, primarily due to depreciation associated with restaurant remodel costs. Depreciation and amortization expenses incurred at the corporate level was $0.3 million for the six months ended February 28, 2026 compared to $0.2 million, and as a percentage of sales were both 0.2%.

Other costs. Other costs were $23.4 million for the six months ended February 28, 2026 compared to $18.1 million for the six months ended February 28, 2025, representing an increase of $5.3 million, or 29.1%. The increase was primarily driven by an increase in costs related to eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, other costs were 15.2% for the six months ended February 28, 2026 as compared to 14.0% for the six months ended February 28, 2025, primarily driven by higher marketing expense due to incremental promotional collaborations, as well as utilities expense.

General and administrative expenses. General and administrative expenses were $20.5 million for the six months ended February 28, 2026 compared to $19.7 million for the six months ended February 28, 2025, representing an increase of $0.8 million, or 4.1%. This change was primarily due to the increase in compensation-related costs of $0.7 million, professional fees of $0.2 million, travel expenses of $0.2 million and $0.4 million of other net expenses, partially offset by a net decrease in litigation costs of $0.7 million. As a percentage of sales, general and administrative expenses decreased to 13.4% in the six months ended February 28, 2026 from 15.2% in the six months ended February 28, 2025, primarily driven by sales leverage of compensation-related costs and litigation costs.

Interest expense. Interest expense was $33 thousand for the six months ended February 28, 2026 compared to $26 thousand for the six months ended February 28, 2025.

Interest income. Interest income was $1.3 million for the six months ended February 28, 2026 compared to $1.4 million for the six months ended February 28, 2025. The decrease was primarily driven by lower interest rates and withdraws for cash operating needs.

Income tax expense. Income tax expense was $87 thousand for the six months ended February 28, 2026 compared to $77 thousand for the six months ended February 28, 2025. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.

Key Performance Indicators

In assessing the performance of our business, we consider a variety of financial and performance measures. The key measures for determining how our business is performing include sales, EBITDA, Adjusted EBITDA, Restaurant-level Operating Profit, Restaurant-level Operating Profit margin, comparable restaurant sales performance, and the number of restaurant openings.

Sales

Sales represents sales of food and beverages in restaurants, as shown on our condensed statements of operations and comprehensive income (loss). Several factors affect our restaurant sales in any given period, including the number of restaurants in operation, guest traffic and average check.

EBITDA and Adjusted EBITDA

EBITDA is defined as net income (loss) before interest, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA plus stock-based compensation expense, non-cash lease expense and asset disposals, closure costs and restaurant impairments, as well as certain items, such as litigation that we believe are not indicative of our core operating results. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by sales. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures which are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. We believe that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. However, these measures may not provide a complete understanding of the operating results of the Company as a whole and such measures should be reviewed in conjunction with our GAAP financial results.

18We believe that the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable

We believe that the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware when evaluating EBITDA, Adjusted EBITDA and Adjusted EBITDA margin that in the future we may incur expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA and Adjusted EBITDA margin in the same fashion.21

companies, which may present similar non-GAAP financial measures to investors. However, you should be aware when evaluating EBITDA, Adjusted EBITDA and Adjusted EBITDA margin that in the future we may incur expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA and Adjusted EBITDA margin in the same fashion.

Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA, Adjusted EBITDA and Adjusted EBITDA margin on a supplemental basis. You should review the reconciliation of net income (loss) to EBITDA, Adjusted EBITDA and Adjusted EBITDA margin below and not rely on any single financial measure to evaluate our business.

The following table reconciles net loss to EBITDA and Adjusted EBITDA:

	Three months ended November 30,
	Three Months Ended February 28,						Six Months Ended February 28,
	2025			2024
	2026			2025			2026			2025
	(amounts in thousands)
Net loss	$	(31,~~060~~712	)	$	(~~961~~3,781	)	$	(4,772	)	$	(4,742	)
Interest income, net		(~~656~~567	)		(~~552~~846	)		(1,223	)		(1,398	)
Income tax expense		3651			3938			87			77
Depreciation and amortization expenses		4,~~109~~277			3,~~200~~396			8,386			6,596
EBITDA		~~429~~2,049			(1,~~726~~193	)		2,478			533
Stock-based compensation expense(a)		1,~~099~~196			1,~~126~~081			2,295			2,207
Non-cash lease expense(b)		~~664~~1,005			~~720~~681			1,669			1,401
Litigation(c)		~~243~~1,210			—2,105			1,453			2,105
Adjusted EBITDA	$	25,~~435~~460		$	32,~~572~~674		$	7,895		$	6,246
Adjusted EBITDA margin		36.38	%		54.51	%		5.1	%		4.8	%

(a)

Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in labor and related costs and of corporate-level stock-based compensation included in general and administrative expenses in the condensed statements of operations and comprehensive loss. For further details of stock-based compensation, see “Note 5. Stock-based Compensation” in the notes to condensed financial statements included in this Quarterly Report on Form 10-Q.

(b)

Non-cash lease expense includes lease expense from the date of possession of our restaurants that did not require cash outlay in the respective periods.

(c)

Litigation includes expenses related to legal claims or settlements.

Restaurant-level Operating Profit and Restaurant-level Operating Profit Margin

Restaurant-level Operating Profit (Loss) is defined as operating income (loss) plus depreciation and amortization; stock-based compensation expense; pre-opening costs and general and administrative expenses which are considered normal, recurring, cash operating expenses and are essential to support the development and operations of our restaurants; non-cash lease expense; asset disposals, closure costs and restaurant impairments; less corporate-level stock-based compensation expense recognized within general and administrative expenses. Restaurant-level Operating Profit (Loss) margin is defined as Restaurant-level Operating Profit (Loss) divided by sales. Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin are non-GAAP measures which are intended as supplemental measures of our performance and are neither required by, nor presented in accordance with, GAAP. We believe that Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results, as this measure depicts normal, recurring cash operating expenses essential to supporting the development and operations of our restaurants. However, these measures may not provide a complete understanding of the operating results of the Company as a whole and such measures should be reviewed in conjunction with our GAAP financial results. We expect Restaurant-level Operating Profit (Loss) to increase in proportion to the number of new restaurants we open and our comparable restaurant sales growth.

19We present Restaurant-level Operating Profit (Loss) because it excludes the impact of general and administrative expenses, which are not incurred at the restaurant level. We also use Restaurant-level Operating Profit (Loss) to measure operating performance

We present Restaurant-level Operating Profit (Loss) because it excludes the impact of general and administrative expenses, which are not incurred at the restaurant level. We also use Restaurant-level Operating Profit (Loss) to measure operating performance and returns from opening new restaurants. Restaurant-level Operating Profit (Loss) margin allows us to evaluate the level of Restaurant-level Operating Profit (Loss) generated from sales.22

and returns from opening new restaurants. Restaurant-level Operating Profit (Loss) margin allows us to evaluate the level of Restaurant-level Operating Profit (Loss) generated from sales.

However, you should be aware that Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin are financial measures that are not indicative of overall results for the Company, and Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures.

In addition, when evaluating Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin, you should be aware that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will not be affected by unusual or non-recurring items. Our computation of Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin in the same fashion. Restaurant-level Operating Profit (Loss) and Restaurant-level Operating Profit (Loss) margin have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

The following table reconciles operating loss to Restaurant-level Operating Profit and Restaurant-level Operating Profit margin:

	Three months ended November 30,
	Three Months Ended February 28,						Six Months Ended February 28,
	2025			2024
	2026			2025			2026			2025
	(amounts in thousands)
Operating loss	$	(32,~~680~~228	)	$	(14,~~474~~589	)	$	(5,908	)	$	(6,063	)
Depreciation and amortization expenses		4,~~109~~277			3,~~200~~396			8,386			6,596
Stock-based compensation expense(a)		1,~~099~~196			1,~~126~~081			2,295			2,207
Pre-opening costs(b)		~~263~~341			~~356~~545			604			901
Non-cash lease expense(c)		~~664~~1,005			~~720~~681			1,669			1,401
General and administrative expenses		910,~~551~~967			810,~~733~~985			20,518			19,718
Corporate-level stock-based compensation in general and administrative expenses		(~~918~~992	)		(~~947~~882	)		(1,910	)		(1,829	)
Restaurant-level operating profit	$	1114,~~088~~566		$	11,~~714~~217		$	25,654		$	22,931
Operating loss margin		(52.08	)%		(27.31	)%		(3.8	)%		(4.7	)%
Restaurant-level operating profit margin		1518.12	%		1817.23	%		16.7	%		17.7	%

(a)

(b)

Pre-opening costs consist of labor costs and travel expenses for new employees and trainers during the training period, recruitment fees, legal fees, cash-based lease expenses incurred between the date of possession and the opening day of our restaurants, and other related pre-opening costs.

(c)

Non-cash lease expense includes lease expense from the date of possession of our restaurants that did not require cash outlay in the respective periods.

Comparable Restaurant Sales Performance

Comparable restaurant sales performance refers to the percent change in year-over-year sales for the comparable restaurant base. We include restaurants in the comparable restaurant base that have been in operation for at least 18 full calendar months by the end of the accounting period presented due to new restaurants experiencing a period of higher sales upon opening. For restaurants that were temporarily closed the comparative period was also adjusted accordingly.

Measuring our comparable restaurant sales performance allows us to evaluate the performance of our existing restaurant base. Various factors impact comparable restaurant sales, including:

•

consumer recognition of our brand and our ability to respond to changing consumer preferences and spending behavior;

•

overall economic trends, particularly those related to consumer spending;

•

our ability to operate restaurants effectively and efficiently to meet consumer expectations;

•

pricing;

•

guest traffic;

•

per-guest spend and average check;

•

marketing and promotional efforts;

•

local competition; and

•

opening of new restaurants in the vicinity of existing locations.

Since opening new restaurants will be a significant component of our sales growth, comparable restaurant sales performance is only one measure of how we evaluate our performance. The following table shows the comparable restaurant sales performance:

	Three months ended November 30,
	Three Months Ended February 28,		Six Months Ended February 28,
	2025	2024
	2026	2025	2026	2025
Comparable restaurant sales performance (%)	(28.5)6%	1(5.83)%	3.0%	(1.6)%
Comparable restaurant base	6267	4549	64	45

Number of Restaurant Openings

The number of restaurant openings reflects the number of restaurants opened during a particular reporting period. Before we open new restaurants, we incur pre-opening costs. New restaurants may not be profitable, and their sales performance may not follow historical patterns. The number and timing of restaurant openings have had, and is expected to continue to have, an impact on our results of operations. The following table shows the growth in our restaurant base:

	Three months ended November 30,
	Three Months Ended February 28,				Six Months Ended February 28,
	2025		2024
	2026		2025		2026		2025
Restaurant activity:
Beginning of period		7983		6470		79		64
Openings		41		63		5		9
End of period		8384		7073		84		73

Liquidity and Capital Resources

Our primary sources of liquidity and cash flows are cash and cash equivalents on hand and cash provided by operating activities. Our primary uses of cash are for operational expenditures and capital investments, including new restaurants, costs incurred for restaurant remodels and restaurant fixtures. The significant components of our working capital are liquid assets such as cash, cash equivalents and receivables reduced by accounts payable and accrued expenses. Our working capital position benefits from the fact that we generally collect cash from sales to guests the same day or, in the case of credit or debit card transactions, within several days of the related sale, while we typically have longer payment terms with our vendors.

On December 29, 2025, we filed a universal shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC in accordance with the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective on January 7, 2026, and registered Class A common stock, preferred stock, depositary shares, warrants, subscription rights, share purchase contracts, share purchase units, and any combination of the foregoing, for a maximum aggregate offering price of up to $100.0 million, which may be sold from time to time. The terms of any securities offered under the Registration Statement and

intended use of proceeds will be established at the times of the offerings and will be described in prospectus supplements filed with the SEC at the times of the offerings. The Registration Statement has a three-year term from the date of effectiveness.

We believe that cash provided by operating activities, cash on hand, cash equivalents and short-term investments will be sufficient to fund our lease obligations, capital expenditures and working capital needs for at least the next 12 months. We also maintain a Revolving Credit Agreement with Kura Japan, of which the maturity date has been extended to April 10, 2028 pursuant to the Third Amendment with Kura Japan.

21During the six months ended February 28, 2026, we had no borrowings under the Revolving Credit Agreement and have $45.0 million of availability remaining. As of February 28, 2026, we did not have any material off-balance sheet arrangements.

During the three months ended November 30, 2025, we had no borrowings under the Revolving Credit Agreement and have $45.0 million of availability remaining. As of November 30, 2025, we did not have any material off-balance sheet arrangements.24

Summary of Cash Flows

The following table summarizes our cash flows for the periods presented:

	Three months ended November 30,
	Six Months Ended February 28,
	2025			2024
	2026			2025
Statement of Cash Flow data:	(amounts in thousands)
Net cash provided by operating activities	$	~~529~~8,090		$	48,~~362~~623
Net cash used in investing activities	$	(1229,~~663~~056	)	$	(1239,~~500~~396	)
Net cash provided by financing activities	$	173		$	64,~~829~~958

Cash Flows Provided by Operating Activities

Net cash provided by operating activities during the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 was $08.51 million, primarily due to a net loss of $34.18 million, non-cash charges of $48.14 million for depreciation and amortization, $12.13 million for stock-based compensation, and net cash outflows of $12.71 million from changes in operating assets and liabilities.

Net cash provided by operating activities during the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025 was $48.46 million, primarily due to a net loss of $14.07 million, non-cash charges of $36.26 million for depreciation and amortization, $12.12 million for stock-based compensation, and ~~$1.3 million in non-cash lease expense, and~~ net cash outflows of $04.34 million from changes in operating assets and liabilities.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 was $1229.71 million, primarily due to $1833.47 million in purchases of investments and $1329.83 million in purchases of property and equipment and $0.1.0 million in purchases of liquor licenses offset by $1935.70 million in maturities and redemptions of investments. The increase in purchases of property and equipment in the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 is primarily related to capital expenditures for the construction of future restaurant openings, maintaining our existing restaurants, renovations and other projects.

Net cash used in investing activities during the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025 was $1239.54 million, primarily due to $1125.63 million in purchases of long-term investments, $23.1 million in purchases of property and equipment and $0.89 million in purchases of liquor licenses offset by $10.0 million of redemptions of long-term investments. The increase in purchases of property and equipment in the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025 is primarily related to capital expenditures for ~~the construction of~~ future restaurant openings, maintaining our existing restaurants, ~~renovations~~ and other projects.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities during the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026 was $173 thousand and is primarily due to $23474 thousand of proceeds from exercise of stock options offset by $22361 thousand in taxes paid on vested RSUs and $40 thousand in repayment of principal on finance leases.

Net cash provided by financing activities during the ~~three~~six months ended ~~November~~February 3028, ~~2024~~2025 was $6465.80 million and is primarily due to aggregate net proceeds from the issuance of stock of $64.4 million after deducting the underwriting discounts and commissions and offering expenses, ~~payable and~~ $0.59 million of proceeds from exercise of stock options offset by $0.3 million in taxes paid on vested RSUs.

Material Cash Requirements

As of ~~November~~February 3028, ~~2025~~2026, we had $2519.73 million in contractual obligations which consisted of $1312.54 million in purchase commitments for food related to restaurant operations and $126.29 million related to the construction of new restaurants. All contractual obligations are expected to be paid during the next 12 months utilizing cash and cash equivalents on hand and provided by operating activities. For operating lease obligations, see “Note 3. Leases” in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

For a description of our recently issued or adopted accounting pronouncements, including the respective date of adoption and expected effect on our results of operations and financial condition, see “Note 1. Organization and Basis of Presentation” in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.

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Critical Accounting Estimates

Our discussion and analysis of operating results and financial condition is based on our financial statements. Preparing our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses and related disclosures of contingent assets and liabilities. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis.

Our critical accounting policies are those that materially affect our financial statements. Our critical accounting estimates are those that involve subjective or complex judgments by management. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may be materially different from the estimates. We believe the assessment of potential impairments of long-lived assets is affected by significant judgments and estimates used in the preparation of our financial statements and that the judgments and estimates are reasonable.

There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10‑K for the fiscal year ended August 31, 2025. Please refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” of our Annual Report on Form 10‑K for the fiscal year ended August 31, 2025 for a discussion of our critical accounting policies and estimates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our market risk during the ~~three~~six months ended ~~November~~February 3028, ~~2025~~2026. For a discussion of our exposure to market risk, refer to our market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2025.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control over Financial Reporting

In our current fiscal quarter, we have implemented a new equity management system. In connection with the new system, we have implemented additional controls. There have been no other changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2326

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

For a description of our legal proceedings, see Note 8 – Commitments and Contingencies, in the Notes to Condensed Financial Statements of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

A description of the risk factors associated with our business is contained in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended August 31, 2025. There have been no material changes to our Risk Factors as therein previously reported.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~During~~On ~~the~~January ~~three months ended November~~ 30, ~~2025~~2026, noShahin ~~director~~Allameh, orour ~~officer~~Chief ofOperating ~~the Company~~Officer, adopted ~~or terminated~~ a Rule 10b5-1 trading arrangement ~~or non-Rule 10b5-1 trading arrangement~~, as ~~each~~such term is defined in Item 408(a) of Regulation S-K, for the potential exercise and sale of shares of the Company’s common stock underlying 21,658 of Mr. Allameh’s outstanding option awards, from April 30, 2026, at the earliest, until December 31, 2026, at the latest.

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Item 6. Exhibits.


Exhibit Number		Description

31.1*		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

* Filed herewith.

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SIGNATURES

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

	KURA SUSHI USA, INC.
Date: January 7, 2026	By:	/s/ Jeffrey Uttz
Date: April 7, 2026	By:	/s/ Jeffrey Uttz
		Jeffrey Uttz
		Chief Financial Officer(Principal Financial Officer)

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