3 unchanged sentences
(amounts in thousands, except for par value)
−Removed: February 28, 2026
August 31, 2025
24 unchanged sentences
Total liabilities
−Removed: Commitments and contingencies (Note 8)
+Added: Commitments and contingen cies (Note 8)
Stockholders' equity:
4 unchanged sentences
50,000 shares authorized,
−Removed: 11,136 and 11,111 shares issued and outstanding as of February 28, 2026
+Added: 11,150 and 11,111 shares issued and outstanding as of May 31, 2026
and August 31, 2025, respectively
1 unchanged sentence
10,000 shares authorized,
−Removed: 1,000 shares issued and outstanding as of February 28, 2026
+Added: 1,000 shares issued and outstanding as of May 31, 2026
and August 31, 2025
1 unchanged sentence
Accumulated deficit
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive loss
Total stockholders' equity
2 unchanged sentences
Kura Sushi USA, Inc.
−Removed: Condensed Statements of Operations and Comprehensive Loss
+Added: Condensed Statements of Operations and Comprehensive Income (Loss)
(amounts in thousands, except for per share data)
−Removed: Three Months Ended February 28,
−Removed: Six Months Ended February 28,
+Added: Three Months Ended May 31,
+Added: Nine Months Ended May 31,
Restaurant operating costs:
11 unchanged sentences
Interest income
−Removed: Loss before income taxes
+Added: Income (loss) before income taxes
Income tax expense
−Removed: Net loss per Class A and Class B shares
+Added: Net income (loss)
+Added: Net income (loss) per Class A and Class B shares
Weighted average Class A and Class B shares outstanding
−Removed: Other comprehensive loss:
−Removed: Unrealized gain on short-term investments
−Removed: Comprehensive loss
+Added: Other comprehensive income (loss):
+Added: Unrealized loss on investments
+Added: Comprehensive income (loss)
The accompanying notes are an integral part of these condensed financial statements.
15 unchanged sentences
Balances as of February 28, 2026
+Added: Stock-based compensation
+Added: Employee stock plan
+Added: Other comprehensive loss
+Added: Balances as of May 31, 2026
+Added: Accumulated Other
+Added: Comprehensive
Stockholders'
+Added: Income/(Loss)
Balances as of August 31, 2024
6 unchanged sentences
Balances as of February 28, 2025
+Added: Stock-based compensation
+Added: Employee stock plan
+Added: Other comprehensive loss
+Added: Balances as of May 31, 2025
The accompanying notes are an integral part of these condensed financial statements.
2 unchanged sentences
(amounts in thousands)
−Removed: Six Months Ended February 28,
+Added: Nine Months Ended May 31,
Cash flows from operating activities
2 unchanged sentences
Stock-based compensation, net of amounts capitalized
−Removed: Gain on disposal of property and equipment
+Added: Loss on disposal of property and equipment
Bond premium amortization
25 unchanged sentences
Net cash provided by financing activities
−Removed: Increase (decrease) in cash and cash equivalents
+Added: Decrease in cash and cash equivalents
Cash and cash equivalents, beginning of period
62 unchanged sentences
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.
−Removed: S-3 Registration Statement
−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 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.
−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 from the date of effectiveness.
Balance Sheet Components
Accounts and Other Receivables
−Removed: February 28, 2026
August 31, 2025
4 unchanged sentences
Total accounts and other receivables
−Removed: Prepaid Expenses and Other Current Assets
−Removed: February 28, 2026
−Removed: August 31, 2025
−Removed: (amounts in thousands)
−Removed: Prepaid expenses
−Removed: Other current assets
−Removed: Total prepaid expenses and other current assets
Property and Equipment - net
−Removed: February 28, 2026
August 31, 2025
7 unchanged sentences
Total property and equipment – net
−Removed: Depreciation and amortization expense for property and equipment was $ 4.3 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.
+Added: Depreciation and amortization expense for property and equipment was $ 4.3 million and $ 3.6 million for the three months ended May 31, 2026 and May 31, 2025, respectively, and was $ 12.7 milli on and $ 10.2 million for the nine months ended May 31, 2026 and May 31, 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 February 28,
−Removed: Six Months Ended February 28,
+Added: Three Months Ended May 31,
+Added: Nine Months Ended May 31,
(amounts in thousands)
7 unchanged sentences
Supplemental disclosures of cash flow information related to leases are as follows:
−Removed: Six Months Ended February 28,
+Added: Nine Months Ended May 31,
(amounts in thousands)
1 unchanged sentence
Operating right-of-use assets obtained in exchange for new operating lease liabilities
−Removed: 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.
−Removed: 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: As of May 31, 2026, the Company had an additional $ 54.8 million of operating lease liabilities related to restaurants for which the Company had not yet taken possession.
+Added: Subsequent to May 31, 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 $ 15.7 million and are expected to commence in fiscal year 2026 and 2027 with lease terms of up to 20 years .
17 unchanged sentences
Balances with Kura Japan are as follows:
−Removed: 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 February 28,
−Removed: Six Months Ended February 28,
+Added: Three Months Ended May 31,
+Added: Nine Months Ended May 31,
(amounts in thousands)
5 unchanged sentences
Total related party transactions
−Removed: 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: Reimbursements by Kura Japan to the Company were $ 62 thousand and $ 60 thousand for the three months ended May 31, 2026 and May 31, 2025, respectively and were $ 323 thousand and $ 290 thousand for the nine months ended May 31, 2026 and May 31, 2025, respectively.
The reimbursements were primarily for travel, professional fees and other administrative expenses.
−Removed: Stock-based Compensation
−Removed: The following table summarizes the stock option activity under the Company’s 2018 Incentive Compensation Plan, as amended and restated (the “Stock Incentive Plan”):
−Removed: Options Outstanding
−Removed: Number of Shares
−Removed: Outstanding Options
−Removed: Weighted Average
−Removed: Price Per Share
−Removed: Outstanding — August 31, 2025
−Removed: Cancelled/forfeited
−Removed: Outstanding — November 30, 2025
−Removed: Cancelled/forfeited
−Removed: Outstanding — February 28, 2026
−Removed: The following table summarizes the restricted stock unit (“RSU”) activity under the Stock Incentive Plan:
−Removed: Number of Shares
−Removed: Outstanding RSU
−Removed: Weighted Average
−Removed: Outstanding — August 31, 2025
−Removed: Cancelled/forfeited
−Removed: Outstanding — November 30, 2025
−Removed: Cancelled/forfeited
−Removed: Outstanding — February 28, 2026
−Removed: 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 .
−Removed: 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.
−Removed: As of February 28, 2026, the Company has 22,234 PSUs outstanding with a weighted average grant date fair value of $ 71.99 .
−Removed: 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 February 28,
−Removed: Six Months Ended February 28,
−Removed: (amounts in thousands)
−Removed: Restaurant-level stock-based compensation included in labor and related costs
−Removed: Corporate-level stock-based compensation included in general and administrative expenses
−Removed: Stock-based compensation, net of amounts capitalized
−Removed: Amount capitalized to property and equipment - net
−Removed: Total stock-based compensation
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: There are no financial covenants under the Revolving Credit Agreement with which the Company must comply.
−Removed: 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.
−Removed: 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 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.
−Removed: For additional information, see “Note 4.
−Removed: Related Party Transactions.”
−Removed: Loss Per Share
−Removed: 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.
−Removed: 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.
−Removed: The following table sets forth the computation of the Company’s basic and diluted net loss per share:
−Removed: Three Months Ended February 28,
−Removed: Six Months Ended February 28,
−Removed: (amounts in thousands, except per share data)
−Removed: Net loss attributable to common stockholders
−Removed: Weighted average common shares outstanding – basic
−Removed: Dilutive effect of stock-based awards
−Removed: Weighted average common shares outstanding – diluted
−Removed: Net loss per share attributable to common stockholders – basic
−Removed: Net loss per share attributable to common stockholders – diluted
−Removed: 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.
−Removed: Potentially dilutive common shares include dilutive outstanding employee stock options, RSUs and PSUs.
−Removed: 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.
−Removed: 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.
−Removed: Commitments and Contingencies
−Removed: Purchase Obligations
−Removed: We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature.
−Removed: 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.
−Removed: Legal Matters
−Removed: 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.
−Removed: The complaint alleges various wage and hour violations under the California Labor Code and related statutes.
−Removed: Plaintiff has also served a Private Attorneys General Act (“PAGA”) notice for the same alleged wage and hour violations.
−Removed: In February 2026, the Company reached an agreement to settle the claims for $ 0.9 million, subject to court approval.
−Removed: 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.
−Removed: 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.
−Removed: 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 above, could materially and adversely affect its business, financial condition, results of operations or cash flows.
−Removed: 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 $ 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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 February 28, 2026 was appropriate.
−Removed: On July 4, 2025, the President signed into law, the reconciliation tax bill, commonly known as the "One Big Beautiful Bill Act" (OBBA).
−Removed: Notable corporate provisions include the restoration of 100% bonus depreciation;
−Removed: the creation of Section 174A, which reinstates expensing for domestic research and experimental expenditures;
−Removed: modifications to Section 163(j) interest limitations;
−Removed: updates to the rules for global intangible low-taxed income and foreign-derived intangible income;
−Removed: amendments to the rules for energy credits;
−Removed: and the expansion of Section 162(m) aggregation requirements.
−Removed: 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 .
−Removed: Fair Value Measurements
−Removed: The following table sets forth the Company’s assets measured at fair value on a recurring basis as of February 28, 2026.
−Removed: (amounts in thousands)
−Removed: Certificate of Deposit
−Removed: Treasury bills
−Removed: Government Agency debt securities
−Removed: Total assets at fair value
−Removed: 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.
−Removed: The fair value of our Treasury notes are valued using Level 1 inputs of the fair value hierarchy.
−Removed: The fair value of our Certificate of Deposit and U.S.
−Removed: Government Agency debt securities are valued using Level 2 inputs of the fair value hierarchy.
−Removed: 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.
−Removed: The fair value of payments due to or from Kura Japan is not determinable due to its related-party nature.
−Removed: 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.
−Removed: Note 11—Segment Information
−Removed: The Company operates as one reportable segment:
−Removed: company-owned restaurants and in one geographic area:
−Removed: the United States of America.
−Removed: The Company does not have intra-entity sales or transfers.
−Removed: Sales represent sales of food and beverages in restaurants.
−Removed: 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).
−Removed: The CODM does not review segment assets at a level different than what is reported in the Company’s Consolidated Balance Sheet.
−Removed: Reported segment sales and expenses are presented below:
−Removed: Three Months Ended February 28,
−Removed: Six Months Ended February 28,
−Removed: (amounts in thousands)
−Removed: Restaurant operating costs:
−Removed: Food and beverage costs
−Removed: Labor and related costs
−Removed: Occupancy and related expenses
−Removed: Depreciation and amortization expenses
−Removed: Total restaurant operating costs
−Removed: General and administrative expenses
−Removed: Depreciation and amortization expenses
−Removed: Total operating expenses
−Removed: Operating loss
−Removed: Reconciliation to net loss:
−Removed: Other expense (income):
−Removed: Interest expense
−Removed: Interest income
−Removed: Loss before income taxes
−Removed: Income tax expense
Note 5—Investments
−Removed: As of February 28, 2026 and August 31, 2025 , the Company’s investments are summarized below.
+Added: As of May 31, 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: February 28, 2026
Amortized cost
29 unchanged sentences
Total Non-Current
−Removed: The following table sets forth the maturities of the Company’s investments as of February 28, 2026 and August 31, 2025.
−Removed: February 28, 2026
+Added: The following table sets forth the maturities of the Company’s investments as of May 31, 2026 and August 31, 2025.
August 31, 2025
9 unchanged sentences
Due within one year through five years
+Added: Fair Value Measurements
+Added: The following table sets forth the Company’s assets measured at fair value on a recurring basis as of May 31, 2026.
+Added: (amounts in thousands)
+Added: Certificate of Deposit
+Added: Treasury bills
+Added: Government Agency debt securities
+Added: Total assets at fair value
+Added: 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.
+Added: The fair value of our Treasury notes are valued using Level 1 inputs of the fair value hierarchy.
+Added: The fair value of our Certificate of Deposit and U.S.
+Added: Government Agency debt securities are valued using Level 2 inputs of the fair value hierarchy.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: There are no financial covenants under the Revolving Credit Agreement with which the Company must comply.
+Added: 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.
+Added: 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.
+Added: As of May 31, 2026 and August 31, 2025, the Company had no o utstanding balance and $ 45.0 million of availability remaining under the Revolving Credit Agreement.
+Added: For additional information, see “Note 4.
+Added: Related Party Transactions.”
+Added: Commitments and Contingencies
+Added: Purchase Obligations
+Added: We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature.
+Added: As of May 31, 2026 , we had an aggregate of approximately $ 18.8 million in contractual obligations, which consisted of $ 13.0 million in purchase commitments for food related to restaurant operations and $ 5.8 million related to the construction of new restaurants.
+Added: Legal Matters
+Added: 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.
+Added: The complaint alleges various wage and hour violations under the California Labor Code and related statutes.
+Added: Plaintiff has also served a Private Attorneys General Act (“PAGA”) notice for the same alleged wage and hour violations.
+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 May 31, 2026.
+Added: 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.
+Added: 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.
+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.
+Added: The Company records a liability when a loss is considered probable, and the amount can be reasonably estimated.
+Added: Note 9—Segment Information
+Added: The Company operates as one reportable segment:
+Added: company-owned restaurants and in one geographic area:
+Added: the United States of America.
+Added: The Company does not have intra-entity sales or transfers.
+Added: Sales represent sales of food and beverages in restaurants.
+Added: 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).
+Added: The CODM does not review segment assets at a level different than what is reported in the Company’s Consolidated Balance Sheet.
+Added: Reported segment sales and expenses are presented below:
+Added: Three Months Ended May 31,
+Added: Nine Months Ended May 31,
+Added: (amounts in thousands)
+Added: Restaurant operating costs:
+Added: Food and beverage costs
+Added: Labor and related costs
+Added: Occupancy and related expenses
+Added: Depreciation and amortization expenses
+Added: Total restaurant operating costs
+Added: General and administrative expenses
+Added: Depreciation and amortization expenses
+Added: Total operating expenses
+Added: Operating loss
+Added: Reconciliation to net income (loss):
+Added: Other expense (income):
+Added: Interest expense
+Added: Interest income
+Added: Income (loss) before income taxes
+Added: Income tax expense
+Added: Net income (loss)
+Added: Stock-based Compensation
+Added: The following table summarizes the stock option activity under the Company’s 2018 Incentive Compensation Plan, as amended and restated (the “Stock Incentive Plan”):
+Added: Options Outstanding
+Added: Number of Shares
+Added: Outstanding Options
+Added: Weighted Average
+Added: Price Per Share
+Added: Outstanding — August 31, 2025
+Added: Cancelled/forfeited
+Added: Outstanding — November 30, 2025
+Added: Cancelled/forfeited
+Added: Outstanding — February 28, 2026
+Added: Cancelled/forfeited
+Added: Outstanding — May 31, 2026
+Added: The following table summarizes the restricted stock unit (“RSU”) activity under the Stock Incentive Plan:
+Added: Number of Shares
+Added: Outstanding RSU
+Added: Weighted Average
+Added: Outstanding — August 31, 2025
+Added: Cancelled/forfeited
+Added: Outstanding — November 30, 2025
+Added: Cancelled/forfeited
+Added: Outstanding — February 28, 2026
+Added: Cancelled/forfeited
+Added: Outstanding — May 31, 2026
+Added: In the second quarter of fiscal 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 May 31, 2026, the Company has 17,970 PSUs outstanding with a weighted average grant date fair value of $ 71.93 .
+Added: The total stock-based compensation recognized under the Stock Incentive Plan in the condensed statements of operations and comprehensive loss is as follows:
+Added: Three Months Ended May 31,
+Added: Nine Months Ended May 31,
+Added: (amounts in thousands)
+Added: Restaurant-level stock-based compensation included in labor and related costs
+Added: Corporate-level stock-based compensation included in general and administrative expenses
+Added: Stock-based compensation, net of amounts capitalized
+Added: Amount capitalized to property and equipment - net
+Added: Total stock-based compensation
+Added: Income (Loss) Per Share
+Added: The net income (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.
+Added: 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.
+Added: The following table sets forth the computation of the Company’s basic and diluted net loss per share:
+Added: Three Months Ended May 31,
+Added: Nine Months Ended May 31,
+Added: (amounts in thousands, except per share data)
+Added: Net income (loss) attributable to common stockholders
+Added: Weighted average common shares outstanding – basic
+Added: Dilutive effect of stock-based awards
+Added: Weighted average common shares outstanding – diluted
+Added: Net income (loss) per share attributable to common stockholders – basic
+Added: Net income (loss) per share attributable to common stockholders – diluted
+Added: The Company computes basic loss per common share using net income (loss) and the weighted average number of common shares outstanding during the period, and computes diluted income (loss) per common share using net income (loss) and the weighted average number of common shares and potentially dilutive common shares outstanding during the period.
+Added: Potentially dilutive common shares include dilutive outstanding employee stock options, RSUs and PSUs.
+Added: For the three and nine months ended May 31, 2026, there were 344 thousand and 694 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 nine months ended May 31, 2025 , there were 286 thousand and 677 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.
+Added: The Company recorded an income tax expense of $ 49 thousand and $ 55 thousand for the three months ended May 31, 2026 and May 31, 2025, respectively and income tax expense of $ 136 thousand and $ 132 thousand for the nine months ended May 31, 2026 and May 31, 2025, respectively.
+Added: The Company’s effective tax rates for the three and nine months ended May 31, 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.
+Added: 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.
+Added: 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.
+Added: In making such assessment, more weight was given to evidence that could be objectively verified, including recent cumulative losses.
+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 May 31, 2026 was appropriate.
+Added: On July 4, 2025, the President signed into law, the reconciliation tax bill, commonly known as the "One Big Beautiful Bill Act" (OBBA).
+Added: Notable corporate provisions include the restoration of 100% bonus depreciation;
+Added: the creation of Section 174A, which reinstates expensing for domestic research and experimental expenditures;
+Added: modifications to Section 163(j) interest limitations;
+Added: updates to the rules for global intangible low-taxed income and foreign-derived intangible income;
+Added: amendments to the rules for energy credits;
+Added: and the expansion of Section 162(m) aggregation requirements.
+Added: OBBA did not have a material impact on the Company’s effective tax rate or income tax expense for the three and nine months ended May 31, 2026 .
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