Kura Sushi (KRUS) logs tax-withheld shares for Chief People Officer

Rhea-AI Filing Summary

Kura Sushi USA, Inc. Chief People Officer Arlene Petokas reported an automatic share withholding tied to equity compensation. On February 3, 2026, 101.3028 shares of Class A common stock were withheld at $69.29 per share to satisfy her tax obligations upon vesting of restricted stock. Following this transaction, she directly beneficially owns 4,685.8696 shares of Class A common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PETOKAS ARLENE

(Last) (First) (Middle)

C/O KURA SUSHI USA, INC.

17461 DERIAN AVE, SUITE 200

(Street)

IRVINE CA 92614

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KURA SUSHI USA, INC. [ KRUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/03/2026		F(1)		101.3028	D	$69.29	4,685.8696	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to satisfy the Reporting Person's tax obligations in connection with the vesting of shares of restricted common stock of the Issuer.

	/s/ Brent Takao, Attorney-in-Fact for Arlene Petokas	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did KRUS report for Arlene Petokas?

Kura Sushi USA reported that Chief People Officer Arlene Petokas had 101.3028 Class A shares withheld to cover taxes on vested restricted stock. The shares were withheld at $69.29 each as part of an equity compensation event, not an open-market trade.

How many KRUS shares were withheld for taxes in this filing?

The filing shows 101.3028 shares of Kura Sushi USA Class A common stock were withheld. These shares covered Arlene Petokas’s tax obligations related to the vesting of restricted stock, rather than representing a discretionary sale into the market.

At what price were the withheld KRUS shares valued?

The withheld shares were valued at $69.29 per share. This pricing was applied to 101.3028 Class A common shares used to satisfy Arlene Petokas’s tax obligations arising from the vesting of restricted stock awards granted by Kura Sushi USA.

How many KRUS shares does Arlene Petokas own after this transaction?

After the tax-withholding transaction, Arlene Petokas beneficially owns 4,685.8696 Class A common shares directly. This reflects her remaining equity position following the automatic withholding of 101.3028 shares to meet tax obligations tied to restricted stock vesting.

What does transaction code F mean in the KRUS Form 4 filing?

Transaction code F indicates shares were withheld to pay taxes on an equity award. In this case, Kura Sushi USA withheld 101.3028 Class A shares from Arlene Petokas to satisfy tax obligations when her restricted stock vested, rather than her selling shares on the market.