Kura Sushi CDO reports tax withholding and RSU grant

Kura Sushi USA Chief Development Officer Robert Kluger reported routine equity compensation activity in Class A common stock.

Rhea-AI Filing Summary

Kura Sushi USA Chief Development Officer Robert Kluger reported routine equity compensation activity in Class A common stock. On 02/01/2026, 106.656 shares were withheld at $66.81 per share to cover tax obligations from vested restricted stock. On 02/02/2026, he received a grant of 1,740 restricted stock units, each representing one share of Class A common stock at $0 per unit. Following these transactions, he directly beneficially owned 3,516.9467 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider KLUGER ROBERT

Role Chief Development Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,740	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	106.656	$66.81	$7K

Holdings After Transaction: Class A Common Stock — 3,516.9467 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did KRUS executive Robert Kluger report on this Form 4?

Robert Kluger reported two transactions in Kura Sushi USA Class A common stock. Shares were withheld to cover taxes from vested restricted stock, and he received a grant of restricted stock units that each convert into one share upon vesting.

How many Kura Sushi USA (KRUS) shares were withheld for taxes from Robert Kluger’s award?

A total of 106.656 Class A common shares of Kura Sushi USA were withheld. This withholding satisfied Robert Kluger’s tax obligations related to the vesting of previously granted restricted common stock, rather than being an open-market sale transaction.

What equity award did KRUS grant to Chief Development Officer Robert Kluger?

Kura Sushi USA granted Robert Kluger 1,740 restricted stock units of Class A common stock. Each unit represents a contingent right to receive one share, typically subject to vesting conditions such as continued employment or performance requirements outlined in the company’s plans.

Did Robert Kluger pay for the new KRUS restricted stock units he received?

The 1,740 restricted stock units granted to Robert Kluger were reported with a price of $0 per unit. This indicates they were an equity-based compensation award rather than a purchase, consistent with typical executive stock incentive programs at public companies.

How many Kura Sushi USA (KRUS) shares does Robert Kluger own after these transactions?

After the reported transactions, Robert Kluger beneficially owned 3,516.9467 shares of Kura Sushi USA Class A common stock directly. This figure reflects the tax withholding from vested restricted shares and the impact of the newly granted restricted stock units.

Were Robert Kluger’s KRUS transactions open-market buys or sells?

The activity did not involve open-market trades. Shares were withheld to cover taxes on vesting restricted stock, and he received a grant of restricted stock units at no cost, reflecting standard non-cash executive equity compensation rather than discretionary market transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/03/2026 - 08:43 PM EST Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/01/2026

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	02/01/2026		F(1)		106.656	D	$66.81	1,776.9467	D
Class A Common Stock	02/02/2026		A(2)		1,740	A	$0	3,516.9467	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.

2. Represents the grant of restricted stock units to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock.

	/s/ Brent Takao, Attorney-in-Fact for Robert Kluger	02/03/2026
	** 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.