LEIFRAS elects Nasdaq shareholder-approval exemption

General shareholder resolutions have no quorum requirement, while specified elections and other matters require at least one-third of voting rights.

Available on EDGAR 11/04/2026 - 04:15 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

LEIFRAS Co., Ltd. (LFS) says its board has elected to follow Japanese home-country rules for an exemption from the shareholder-approval requirements of Nasdaq Listing Rule 5635, which requires approval in specified circumstances. The company also follows home-country practice in place of the 33-1/3% shareholder-meeting quorum under Nasdaq Rule 5620(c). Its articles provide no quorum for general shareholder resolutions, but Japanese law and the articles require not less than one-third of total voting rights for director and statutory-auditor elections and certain other matters. The clarification is for the company's next Form 20-F for the fiscal year ending December 31, 2026.

Key Figures

Nasdaq Rule 5620(c) quorum: 33-1/3% Quorum for specified matters: Not less than one-third of total voting rights

2 metrics

Nasdaq Rule 5620(c) quorum 33-1/3% Quorum requirement for shareholder meetings

Quorum for specified matters Not less than one-third of total voting rights Director and statutory-auditor elections and certain other matters

Key Terms

home country rule exemption, quorum requirement, general resolution of shareholders, statutory auditors

4 terms

home country rule exemption regulatory

"the home country rule exemption set forth under Nasdaq Listing Rule 5615"

quorum requirement regulatory

"in lieu of the quorum requirement under Nasdaq Listing Rule 5620(c)"

general resolution of shareholders regulatory

"there is no quorum requirement for a general resolution of shareholders"

statutory auditors regulatory

"the election of directors, statutory auditors, and certain other matters"

Statutory auditors are independent, legally required professionals who examine a company's financial statements and records to confirm they are accurate and comply with law. Think of them as an impartial inspector or referee who checks the bookkeeping and internal controls; their reports give investors confidence that reported profits, losses and risks are reliable and help detect errors, fraud or accounting problems that could affect a company’s value.

FAQ

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What quorum applies to LFS shareholder meetings?

LEIFRAS's articles provide no quorum for general shareholder resolutions, while director and statutory-auditor elections and certain other matters require not less than one-third of total voting rights. Nasdaq Rule 5620(c) specifies a 33-1/3% quorum, which the company replaces with home-country practice.

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

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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 November 2026

Commission File Number: 001-42877

LEIFRAS Co., Ltd.

(Translation of registrant’s name into English)

Ebisu Garden Place Tower Floor 20
4-20-3, Ebisu, Shibuya-ku
Tokyo, Japan
+81-3-6451-1341

(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 ☐

Explanatory Note

This report of foreign private issuer on Form 6-K is being filed to clarify the home country rule exemption disclosure to be included in the next Form 20-F of LEIFRAS Co., Ltd., a joint-stock corporation with limited liability organized under Japanese law (the “Company”), for the fiscal year ending December 31, 2026.

Corporate Governance

Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615, the board of directors of the Company has elected to follow the Company’s home country rules for exemption from the requirements to obtain shareholder approval under Nasdaq Listing Rule 5635, which requires a listed company to obtain shareholder approval in specified circumstances, including:

(a) certain issuances of securities in connection with the acquisition of the stock or assets of another company;

(b) an issuance that will result in a change of control of the company;

(c) the establishment or amendment of certain equity-based compensation plans and arrangements; and

(d) certain transactions other than a public offering involving issuances of an interest or voting power of 20% or more in the company.

In addition to the shareholder approval exemption described above, the Company follows home country practice in lieu of the quorum requirement under Nasdaq Listing Rule 5620(c), which requires a quorum of 33-1/3% for meetings of shareholders. In accordance with Japanese law and generally accepted business practices, the Company’s articles of incorporation provide that there is no quorum requirement for a general resolution of shareholders. However, under the Companies Act of Japan and the Company’s articles of incorporation, a quorum of not less than one-third of the total number of voting rights is required in connection with the election of directors, statutory auditors, and certain other matters.

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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: November 4, 2026	By:	/s/ Kiyotaka Ito
	Name:	Kiyotaka Ito
	Title:	Representative Director and Chief Executive Officer

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