Kura Sushi officer granted 1,571 RSUs, withholds shares

Kura Sushi USA's Chief People Officer Arlene Petokas reported routine equity compensation activity.

Rhea-AI Filing Summary

Kura Sushi USA's Chief People Officer Arlene Petokas reported routine equity compensation activity. On February 2, 2026, she was granted 1,571 restricted stock units, each representing one share of Class A common stock at a stated price of $0 per unit. The day before, on February 1, 2026, 102.5383 shares of Class A common stock were withheld to cover her tax obligations tied to vesting restricted stock, at a price of $66.81 per share. After these transactions, she beneficially owned 4,787.1724 Class A shares directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider PETOKAS ARLENE

Role Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,571	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	102.5383	$66.81	$7K

Holdings After Transaction: Class A Common Stock — 4,787.1724 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 transaction did KRUS Chief People Officer Arlene Petokas report?

Arlene Petokas reported a routine equity compensation update. She received 1,571 restricted stock units on February 2, 2026, and had 102.5383 shares withheld the prior day to cover taxes from vesting restricted stock, leaving her with 4,787.1724 Class A shares.

How many Kura Sushi USA (KRUS) shares does Arlene Petokas own after this Form 4?

After the reported transactions, Arlene Petokas holds 4,787.1724 Class A shares. This figure reflects both the tax withholding of 102.5383 shares related to vesting stock and the grant of 1,571 restricted stock units reported in early February 2026.

What does the 1,571-unit grant to KRUS Chief People Officer represent?

The 1,571 units are restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of Kura Sushi USA’s Class A common stock, forming part of the Chief People Officer’s stock-based compensation package as disclosed for February 2, 2026.

Why were 102.5383 KRUS shares withheld from Arlene Petokas?

The 102.5383 shares were withheld to satisfy tax obligations. These shares covered the Chief People Officer’s taxes arising from the vesting of restricted common stock, with the withholding price reported as $66.81 per share on February 1, 2026.

Were Arlene Petokas’ KRUS transactions market sales or tax-related events?

The filing reflects tax withholding and a stock unit grant, not open-market selling. Shares were withheld to cover taxes on vesting equity, and new restricted stock units were granted as compensation, both reported as direct beneficial ownership changes.

Does this KRUS Form 4 suggest a change in control or large insider sale?

No, the Form 4 shows routine compensation-related activity. It documents tax withholding of 102.5383 shares and a grant of 1,571 restricted stock units to the Chief People Officer, rather than any sizable open-market insider sale or control-shifting transaction.

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

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Accepted by SEC EDGAR 02/03/2026 - 08:30 PM 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^*

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)
02/01/2026

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)		102.5383	D	$66.81	3,216.1724	D
Class A Common Stock	02/02/2026		A(2)		1,571	A	$0	4,787.1724	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 Arlene Petokas	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.