Kura Sushi (KRUS) Chief Development Officer has 105 shares withheld for taxes

Rhea-AI Filing Summary

Kura Sushi USA Chief Development Officer reports tax withholding transaction

Robert Kluger, Chief Development Officer of Kura Sushi USA, reported a Form 4 transaction involving Class A common stock. On 02/03/2026, 105.009 shares were withheld at $69.29 per share to satisfy his tax obligations related to vesting restricted stock. After this withholding, he beneficially owned 3,411.9377 Class A common shares directly.

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^*

KLUGER ROBERT

(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 Development 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)		105.009	D	$69.29	3,411.9377	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 Robert Kluger	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did KLUGER ROBERT report at Kura Sushi USA (KRUS)?

KLUGER ROBERT reported a tax-withholding transaction involving Kura Sushi USA Class A common stock. On 02/03/2026, 105.009 shares were withheld at $69.29 per share to cover taxes from vesting restricted stock, leaving him with 3,411.9377 shares directly owned.

Was the KRUS Form 4 transaction a market sale by the insider?

The Form 4 shows shares withheld, not an open-market sale. On 02/03/2026, 105.009 Kura Sushi USA Class A shares were withheld at $69.29 to satisfy the officer’s tax obligations from restricted stock vesting, a common administrative transaction for equity compensation.

How many Kura Sushi USA (KRUS) shares does Robert Kluger own after this filing?

After the reported transaction, Robert Kluger beneficially owns 3,411.9377 Kura Sushi USA Class A common shares directly. This balance reflects the deduction of 105.009 shares withheld on 02/03/2026 to cover tax obligations tied to vesting restricted stock awards.

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

Transaction code F indicates a tax-related withholding of shares, not a discretionary trade. In this KRUS filing, 105.009 Class A shares were withheld on 02/03/2026 at $69.29 per share to satisfy taxes from the vesting of restricted common stock.

What role does the reporting person hold at Kura Sushi USA (KRUS)?

The reporting person, Robert Kluger, serves as Chief Development Officer of Kura Sushi USA. His Form 4 shows a routine equity compensation event where 105.009 shares of Class A common stock were withheld to cover tax obligations tied to restricted stock vesting.

Is the KRUS insider transaction categorized as direct or indirect ownership?

The Form 4 classifies the holdings as directly owned. After 105.009 Class A shares were withheld for taxes on 02/03/2026, Robert Kluger directly held 3,411.9377 Kura Sushi USA shares, with no indication of indirect ownership through other entities in this filing.