3 unchanged sentences
(amounts in thousands, except for par value)
−Removed: November 30, 2025
+Added: February 28, 2026
August 31, 2025
31 unchanged sentences
50,000 shares authorized,
−Removed: 11,111 shares issued and outstanding as of November 30, 2025
−Removed: and August 31, 2025
+Added: 11,136 and 11,111 shares issued and outstanding as of February 28, 2026
+Added: and August 31, 2025, respectively
Class B common stock, $ 0.001 par value;
10,000 shares authorized,
−Removed: 1,000 shares issued and outstanding as of November 30, 2025
+Added: 1,000 shares issued and outstanding as of February 28, 2026
and August 31, 2025
8 unchanged sentences
(amounts in thousands, except for per share data)
−Removed: Three months ended November 30,
+Added: Three Months Ended February 28,
+Added: Six Months Ended February 28,
Restaurant operating costs:
31 unchanged sentences
Balances as of November 30, 2025
−Removed: Comprehensive
+Added: Stock-based compensation
+Added: Employee stock plan
+Added: Other comprehensive income
+Added: Balances as of February 28, 2026
Stockholders'
−Removed: Income/(Loss)
Balances as of August 31, 2024
3 unchanged sentences
Balances as of November 30, 2024
+Added: Stock-based compensation
+Added: Employee stock plan
+Added: Balances as of February 28, 2025
The accompanying notes are an integral part of these condensed financial statements.
2 unchanged sentences
(amounts in thousands)
−Removed: Three months ended November 30,
+Added: Six Months Ended February 28,
Cash flows from operating activities
2 unchanged sentences
Stock-based compensation, net of amounts capitalized
+Added: Gain on disposal of property and equipment
Bond premium amortization
20 unchanged sentences
Repayment of principal on finance leases
+Added: Taxes paid on vested restricted stock awards
Proceeds from exercise of stock options
28 unchanged sentences
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.
−Removed: Reclassifications
−Removed: Certain prior period amounts have been reclassified to conform to the current period presentation.
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.
10 unchanged sentences
Realized gains or losses are determined on a specific identification basis.
−Removed: The classification of these investments as either short-term or long-term is based on their original maturity dates, with short-term
−Removed: investments having maturities greater than three months but less than one year, and long-term investments having maturities greater than one year.
+Added: 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.
Recently Issued Accounting Pronouncements
−Removed: 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):
−Removed: Interim Reporting.
−Removed: This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice.
−Removed: The amendments do not change the underlying principles of interim reporting.
−Removed: The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.
+Added: In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
+Added: 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.
+Added: Early adoption is permitted for annual financial statements that have not yet been issued.
+Added: The amendments should be applied on a prospective basis although retrospective application is permitted.
+Added: The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2026.
+Added: The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.
+Added: 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.
+Added: 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.
−Removed: The Company expects to adopt the guidance in its Form 10-Q for the interim period ending November 30, 2028.
−Removed: 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.
+Added: The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2028.
+Added: The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
4 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
+Added: In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Narrow-Scope Improvements (Topic 270):
+Added: Interim Reporting.
+Added: This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify application and improve consistency in practice.
+Added: The amendments do not change the underlying principles of interim reporting.
+Added: The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.
Early adoption is permitted.
−Removed: The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2028.
−Removed: The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.
−Removed: In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
−Removed: 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.
−Removed: Early adoption is permitted for annual financial statements that have not yet been issued.
−Removed: The amendments should be applied on a prospective basis although retrospective application is permitted.
−Removed: The Company expects to adopt the guidance in its annual report on Form 10-K for the fiscal year ending August 31, 2026.
−Removed: The Company is currently evaluating the effects of this pronouncement on its financial statements and expects the update to result in additional disclosures.
+Added: The Company expects to adopt the guidance in its Form 10-Q for the interim period ending November 30, 2028.
+Added: 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.
+Added: S-3 Registration Statement
+Added: 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”).
+Added: 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.
+Added: 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.
+Added: The Registration Statement has a three-year term from the date of effectiveness.
Balance Sheet Components
Accounts and Other Receivables
−Removed: November 30, 2025
+Added: February 28, 2026
August 31, 2025
(amounts in thousands)
+Added: Credit card receivables
Lease receivables
−Removed: Credit card and other receivables
+Added: Other receivables
Total accounts and other receivables
+Added: Prepaid Expenses and Other Current Assets
+Added: February 28, 2026
+Added: August 31, 2025
+Added: (amounts in thousands)
+Added: Prepaid expenses
+Added: Other current assets
+Added: Total prepaid expenses and other current assets
Property and Equipment - net
−Removed: November 30, 2025
+Added: February 28, 2026
August 31, 2025
7 unchanged sentences
Total property and equipment – net
−Removed: Depreciation and amortization expense for property and equipment was $ 4.1 million and $ 3.2 million for the three months ended November 30, 2025 and November 30, 2024 , respectively.
+Added: Depreciation and amortization expense for property and equipment was $ 4.3 million and $ 3.4 million for the three months ended February 28, 2026 and February 28, 2025, respectively, and was $ 8.4 milli on and $ 6.6 million for the six months ended February 28, 2026 and February 28, 2025 , respectively.
The Company has operating and finance leases for its corporate offices, restaurant locations, warehouse, office equipment, kitchen equipment and automobiles.
2 unchanged sentences
Lease related costs recognized in the condensed statements of operations and comprehensive loss are as follows:
−Removed: Three months ended November 30,
+Added: Three Months Ended February 28,
+Added: Six Months Ended February 28,
(amounts in thousands)
2 unchanged sentences
Operating lease cost
−Removed: Occupancy and related expenses, other costs and general and administrative expenses
+Added: Occupancy and related expenses, and general and administrative expenses
Variable lease cost
2 unchanged sentences
Supplemental disclosures of cash flow information related to leases are as follows:
−Removed: Three months ended November 30,
+Added: Six Months Ended February 28,
(amounts in thousands)
1 unchanged sentence
Operating right-of-use assets obtained in exchange for new operating lease liabilities
−Removed: As of November 30, 2025, the Company had an additional $ 54.9 million o f operating lease liabilities related to restaurants for which the Company had not yet taken possession.
+Added: 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.
+Added: 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.
+Added: 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 .
Related Party Transactions
16 unchanged sentences
Balances with Kura Japan are as follows:
−Removed: November 30, 2025
+Added: February 28, 2026
August 31, 2025
3 unchanged sentences
Reimbursements and other payments by the Company to Kura Japan were as follows:
−Removed: Three months ended November 30,
+Added: Three Months Ended February 28,
+Added: Six Months Ended February 28,
(amounts in thousands)
5 unchanged sentences
Total related party transactions
−Removed: 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.
−Removed: The reimbursements were primarily fo r travel, professional fees and other administrative expenses.
+Added: 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.
+Added: The reimbursements were primarily for travel, professional fees and other administrative expenses.
Stock-based Compensation
8 unchanged sentences
Outstanding — November 30, 2025
+Added: Cancelled/forfeited
+Added: Outstanding — February 28, 2026
The following table summarizes the restricted stock unit (“RSU”) activity under the Stock Incentive Plan:
5 unchanged sentences
Outstanding — November 30, 2025
−Removed: 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 .
+Added: Cancelled/forfeited
+Added: Outstanding — February 28, 2026
+Added: 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 .
+Added: 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.
+Added: 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:
−Removed: Three months ended November 30,
+Added: Three Months Ended February 28,
+Added: Six Months Ended February 28,
(amounts in thousands)
10 unchanged sentences
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.
−Removed: As of November 30, 2025 and August 31, 2025, the Company had no o utstanding balance and $ 45.0 million of availability remaining under the Revolving Credit Agreement.
+Added: As of February 28, 2026 and August 31, 2025, the Company had no o utstanding balance and $ 45.0 million of availability remaining under the Revolving Credit Agreement.
For additional information, see “Note 4.
4 unchanged sentences
The following table sets forth the computation of the Company’s basic and diluted net loss per share:
−Removed: Three months ended November 30,
+Added: Three Months Ended February 28,
+Added: Six Months Ended February 28,
(amounts in thousands, except per share data)
7 unchanged sentences
Potentially dilutive common shares include dilutive outstanding employee stock options, RSUs and PSUs.
−Removed: For the three months ended November 30, 2025 and November 30, 2024, there were 651 thousand and 631 thousand , respectively, shares of common stock subject to outstanding employee stock options, RSUs and PSUs that were excluded from the calculation of diluted income per share because their inclusion would have been anti-dilutive.
+Added: For the three and six months ended February 28, 2026, there were 729 thousand shares of common stock subject to outstanding employee stock options, RSUs and PSUs that were excluded from the calculation of diluted income per share because their inclusion would have been anti-dilutive.
+Added: For the three and six months ended February 28, 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 loss per share because their inclusion would have been anti-dilutive.
Commitments and Contingencies
1 unchanged sentence
We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature.
−Removed: As of November 30, 2025 , we had an aggregate of approximately $ 25.7 million in contractual obligations which consisted of $ 13.5 million in purchase commitments for food related to restaurant operations and $ 12.2 million related to the construction of new restaurants.
+Added: As of February 28, 2026 , we had an aggregate of approximately $ 19.3 million in contractual obligations which consisted of $ 12.4 million in purchase commitments for food related to restaurant operations and $ 6.9 million related to the construction of new restaurants.
Legal Matters
2 unchanged sentences
Plaintiff has also served a Private Attorneys General Act (“PAGA”) notice for the same alleged wage and hour violations.
−Removed: The Company will continue to vigorously defend its position in this matter.
−Removed: The Company is currently unable to estimate the range of possible losses associated with this proceeding.
+Added: In February 2026, the Company reached an agreement to settle the claims for $ 0.9 million, subject to court approval.
+Added: The Company expensed $ 0.9 million related to this settlement within general and administrative expenses in the statements of operations and comprehensive loss during the three months ended February 28, 2026, and has an accrued liability of $ 0.9 million related to this 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.
−Removed: 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
−Removed: above, could materially and adversely affect its business, financial condition, results of operations or cash flows.
+Added: 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.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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 valuatio n 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.
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.
1 unchanged sentence
In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses.
−Removed: 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.
+Added: 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 February 28, 2026 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;
−Removed: the creation of Section 174A, which reinstates expensing for domestic research and experimental (R&E) expenditures;
+Added: the creation of Section 174A, which reinstates expensing for domestic research and experimental expenditures;
modifications to Section 163(j) interest limitations;
−Removed: updates to the rules for global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII);
+Added: 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.
−Removed: OBBA did not have a material impact on the Company’s effective t ax rate or income tax expense for the three months ended November 30, 2025.
+Added: 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 .
Fair Value Measurements
−Removed: The following table sets forth the Company’s assets measured at fair value on a recurring basis as of November 30, 2025.
+Added: The following table sets forth the Company’s assets measured at fair value on a recurring basis as of February 28, 2026.
(amounts in thousands)
9 unchanged sentences
The fair value of payments due to or from Kura Japan is not determinable due to its related-party nature.
+Added: 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
7 unchanged sentences
Reported segment sales and expenses are presented below:
−Removed: Three months ended November 30,
+Added: Three Months Ended February 28,
+Added: Six Months Ended February 28,
(amounts in thousands)
16 unchanged sentences
Note 12—Investments
−Removed: As of November 30, 2025 and August 31, 2025 , the Company’s investments are summarized below.
+Added: As of February 28, 2026 and August 31, 2025 , the Company’s investments are summarized below.
The Company has one c ertificate of deposit of $ 0.5 million, which is restricted to funding a collateral account relating to a standby letter of credit.
1 unchanged sentence
government, the Company has concluded that an allowance for credit losses is unnecessary for its investments.
−Removed: November 30, 2025
+Added: February 28, 2026
Amortized cost
6 unchanged sentences
Certificate of deposit
+Added: Held to maturity:
+Added: Government Agency debt securities
Total Current
19 unchanged sentences
Total Non-Current
−Removed: The following table sets forth the maturities of the Company’s investments as of November 30, 2025 and August 31, 2025.
−Removed: November 30, 2025
+Added: The following table sets forth the maturities of the Company’s investments as of February 28, 2026 and August 31, 2025.
+Added: February 28, 2026
August 31, 2025
7 unchanged sentences
Held to maturity:
+Added: Due within one year
Due within one year through five years
−Removed: Note 13—Subsequent Event
−Removed: 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”).
−Removed: The Registration Statement registers 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, subject to the Registration Statement being declared effective by the SEC.
−Removed: 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.
−Removed: The Registration Statement has a three-year term once declared effective by the SEC.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.