Leifras (NASDAQ: LFS) shareholders back new directors and charter amendments

Rhea-AI Filing Summary

LEIFRAS Co., Ltd. reported the results of its 25th Ordinary General Meeting of Shareholders held in Tokyo on March 27, 2026. Shareholders approved partial amendments to the Company’s Articles of Incorporation, which took effect at the close of the meeting.

They also elected 12 directors (excluding Audit and Supervisory Committee members), reappointing nine incumbent directors and adding three new directors: Rei Yamamoto, a senior finance leader who has been driving the Company’s NASDAQ IPO preparation; Tetsu Mizutani, a former senior executive at Suntory; and Tsuyoshi Nagatomi, a long-time Company executive now heading the President’s Office.

In addition, shareholders reappointed two directors, Masakazu Arimori and Kazutaka Nakatsuji, as members of the Audit and Supervisory Committee. The business report and financial statements for the year ended December 31, 2025 were presented to shareholders.

Key Figures

Meeting number: 25th Ordinary General Meeting Directors elected: 12 directors Audit committee directors: 2 directors +2 more

5 metrics

Meeting number 25th Ordinary General Meeting Shareholder meeting in Tokyo

Directors elected 12 directors Excluding Audit and Supervisory Committee members

Audit committee directors 2 directors Reappointed as Audit and Supervisory Committee members

Meeting date March 27, 2026 Date of the Ordinary General Meeting

Fiscal year-end December 31, 2025 End of period for presented business report and financial statements

Key Terms

Ordinary General Meeting of Shareholders, Articles of Incorporation, Audit and Supervisory Committee Members, business report and financial statements, +1 more

5 terms

Ordinary General Meeting of Shareholders regulatory

"Results of LEIFRAS Co., Ltd.’s 25th Ordinary General Meeting of Shareholders"

An ordinary general meeting of shareholders is a company’s regular annual meeting where owners vote on routine but important matters such as electing the board, approving financial statements, appointing auditors and deciding dividend policy. Think of it like an annual homeowners’ meeting where basic rules, budget items and leadership are confirmed; its results directly affect corporate oversight, financial reporting and distributions, so investors monitor it for governance and payout signals.

Articles of Incorporation regulatory

"Partial amendment to the Articles of Incorporation"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Audit and Supervisory Committee Members regulatory

"Election of two Directors who are Audit and Supervisory Committee Members"

business report and financial statements financial

"the Company’s business report and financial statements for the fiscal year ended December 31, 2025 were presented"

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42877

LEIFRAS CO., LTD.

Ebisu Garden Place Tower Floor 17

4-20-3, Ebisu, Shibuya-ku

Tokyo, Japan
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

Results of LEIFRAS Co., Ltd.’s 25th Ordinary General Meeting of Shareholders

LEIFRAS Co., Ltd (the “Company”) held its 25th Ordinary General Meeting of Shareholders (the “Meeting”) at its headquarters in Tokyo, Japan on March 27, 2026 at 10:00 am Japanese Standard Time. 

The Meeting was held with a quorum present, and the following proposals were resolved by the shareholders in accordance with the Companies Act of Japan and the Company’s Articles of Incorporation:

1. Partial amendment to the Articles of Incorporation

The shareholders approved the proposed partial amendment to the Articles of Incorporation, as specified in the notice of convocation of the general meeting of shareholders. The amendments to the Articles of Incorporation came into effect at the conclusion of the Meeting. 

2. Election of 12 Directors (excluding Directors who are Audit and Supervisory Committee Members)

The shareholders reappointed Mr. Kiyotaka Ito, Mr. Takamichi Kon, Mr. Hitoshi Kawabata, Mr. Mitsuharu Yazawa, Mr. Kazuma Inoue, Mr. Mitsunobu Kawaharada, Mr. Hisashi Ohno, Ms. Kazuko Ito, Mr. Ryo Ishikawa as directors of the Company and approved the election of Ms. Rei Yamamoto, Mr. Tetsu Mizutani and Mr. Tsuyoshi Nagatomi, as new directors.

Ms. Rei Yamamoto began her career at Quaras Inc., an advertising agency, in April 1996, where she served until March 2003. From April 2003 to June 2008, she became Editor in Chief. She joined Adecco Ltd. in July 2008 and served as a Senior FP&A Analyst from April 2010 to December 2014 and as an FP&A Manager from January 2015 to November 2022. From December 2022 to March 2025, she served as Head of Finance at Akkodis. Since April 2025, she has been serving as Deputy General Manager of the Finance and Accounting Headquarters of the Company, leading the Company’s NASDAQ IPO preparation. Ms. Yamamoto graduated from Rikkyo University with a bachelor’s degree in law in March 1996. She is a U.S. Certified Public Accountant (obtained 2009) and holds an IFRS Certificate (obtained 2012).

Mr. Tetsu Mizutani began his career at Suntory Co., Ltd., now known as Suntory Holdings Limited, in April 1983. From April 1983 to August 2011, He has held various senior leadership positions within the Suntory group, including Executive Officer of Suntory Holdings Limited and Managing Director of Suntory Liquor Limited. He served as Head of the Overseas Business Division of Suntory Liquor Limited from September 2011 to December 2012 and as Head of the Corporate Planning Division of Suntory Holdings Limited from January 2013 to September 2014. In October 2014, he was appointed President and Representative Director of Suntory Beer Limited. From April 2019 to August 2021, he served as Managing Executive Officer of Suntory Holdings Limited, in charge of the Kansai region. From September 2021 to March 2024, he has also been responsible for corporate brand strategy and sports business promotion. From April 2024 to March 2026, he served as Chairman and Representative Director of Suntory Corporate Business Co., Limited. Mr. Mizutani graduated from Sophia University with a bachelor’s degree in law in 1983.

Mr. Tsuyoshi Nagatomi began his career as a part-time lecturer in health and physical education at Tokai University Fifth High School in April 1992. From April 1998 to March 2005, he was a full-time teacher at Tokai University Bosho High School. In April 2005, he joined Fukuoka Institute of Technology as a temporary staff member, where he served until March 2008. He joined Alix Co., Ltd. in April 2008 and subsequently joined the Company in April 2009. Since then, he has held various positions, including vice principal of school business under the Management Headquarters from July 2012 to December 2012, and roles in the Company’s Social Action Headquarters, including branding promotion, from September 2014 to August 2015. He served as Head of the Company’s West Japan Headquarters from September 2015 to June 2018. From July 2018 to December 2023, he held senior executive positions, including Special Executive Officer and leadership roles in regional collaboration initiatives. From January 2024 to March 2025, he served as Head of the Public Works Strategy Office under the Social Action Headquarters. Since April 2025, he has been serving as head of the President’s Office. Mr. Nagatomi graduated from Tokai University with a bachelor’s degree in physical education in March 1992.

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3. Election of two Directors who are Audit and Supervisory Committee Members

The shareholders reappointed Mr. Masakazu Arimori and Mr. Kazutaka Nakatsuji as directors of the Company and as members of the Company’s Audit and Supervisory Committee.

Additionally, the Company’s business report and financial statements for the fiscal year ended December 31, 2025 were presented to the shareholders at the Meeting.

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SIGNATURE

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.

	LEIFRAS CO., LTD.
Date: April 7, 2026	By:	/s/ Kiyotaka Ito
	Name:	Kiyotaka Ito
	Title:	Representative Director and Chief Executive Officer

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FAQ

What did LEIFRAS (LFS) shareholders approve at the 25th Ordinary General Meeting?

Shareholders approved a partial amendment to LEIFRAS’s Articles of Incorporation and the election of directors. The amendments became effective at the meeting’s conclusion, confirming the company’s updated governance framework and refreshed board structure under Japanese corporate law.

How many directors did LEIFRAS (LFS) elect at the March 27, 2026 meeting?

LEIFRAS shareholders elected 12 directors excluding Audit and Supervisory Committee members. Nine were reappointed incumbents and three were newly elected, strengthening continuity while adding fresh expertise to the board overseeing the company’s strategy and future growth initiatives.

Who are the new directors elected to LEIFRAS (LFS)’s board?

The new directors are Rei Yamamoto, Tetsu Mizutani and Tsuyoshi Nagatomi. They bring experience in finance and IPO preparation, large consumer businesses, and internal leadership roles, broadening the board’s capabilities in financial oversight, branding and operational execution.

What roles were confirmed for LEIFRAS (LFS)’s Audit and Supervisory Committee?

Shareholders reappointed Masakazu Arimori and Kazutaka Nakatsuji as directors who are Audit and Supervisory Committee members. Their renewed mandates support ongoing oversight of financial reporting, internal controls and compliance under the company’s Japanese corporate governance structure.

What financial period did LEIFRAS (LFS) present at the shareholder meeting?

LEIFRAS presented its business report and financial statements for the fiscal year ended December 31, 2025. These materials gave shareholders an overview of operating performance and financial position ahead of voting on governance and board-related agenda items.

How is LEIFRAS (LFS) preparing for its NASDAQ IPO according to the meeting report?

The report notes that new director Rei Yamamoto has served as Deputy General Manager of Finance and Accounting Headquarters since April 2025, leading LEIFRAS’s NASDAQ IPO preparation. Her background in FP&A and U.S. accounting standards underpins this capital markets readiness work.