Item 5. Other Information
Item 5. Other Information.
On April 14, 2026 , Robert Kluger , our Chief Development Officer , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense Rule 10b5-1(c). The trading agreement provides for the potential exercise and sale of shares of the Company’s common stock underlying 16,394 of Mr. Kluger’s outstanding option awards, from August 3, 2026, at the earliest, until January 29, 2027, at the latest.
On April 21, 2026 , Hajime Uba , our Chairman, President, Chief Executive Officer and Interim Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense Rule 10b5-1(c). The trading agreement provides for the potential exercise and sale of shares of the Company’s common stock underlying 30,000 of Mr. Uba’s outstanding option awards, from August 3, 2026, at the earliest, until January 29, 2027, at the latest.
On May 14, 2026 , Brent Takao , our Chief Accounting Officer , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, that is intended to satisfy the affirmative defense Rule 10b5-1(c). The trading agreement provides for the potential exercise and sale of shares of the Company’s common stock underlying 20,578 of Mr. Takao’s outstanding option awards, from August 17, 2026, at the earliest, until February 12, 2027, at the latest.
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Item 6. E xhibits.
Exhibit
Number
Description
31.1*
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer and 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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SIGNAT URES
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: July 7, 2026
By:
/s/ Hajime Uba
Hajime Uba
Chairman, President, Chief Executive Officer and Chief Financial Officer
(Principal Executive and Financial Officer)
30
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.