Tokyo Lifestyle (TKLF) secures HK$7.5M and JPY300M related party loans

Rhea-AI Filing Summary

Tokyo Lifestyle Co., Ltd. reported that its wholly owned subsidiary, TKLF HK, entered into a loan agreement with representative director and controlling shareholder Mei Kanayama for a principal amount of HK$7,500,000 at an annual interest rate of 4.35%, for the term from February 1, 2026 to January 31, 2031.

The company also entered into a subordinated loan agreement with Tokushin G.K., an entity owned by Mr. Kanayama and his family, for a principal amount of JPY300,000,000 at an annual interest rate of 2.0%, with repayment due on January 31, 2031. This subordinated loan ranks junior to all other financing obligations. Both related party loans were approved by the boards of directors of TKLF HK and the company.

Insights

Capital structure and governance analyst

Tokyo Lifestyle adds insider-funded debt via two long-term related party loans.

The company obtained a HK$7,500,000 loan to TKLF HK at 4.35% interest and a JPY300,000,000 subordinated loan at 2.0%. Both run to January 31, 2031, with lump-sum principal repayment and periodic interest payments, adding long-dated obligations rather than near-term maturities.

The subordinated loan’s junior ranking to all other financing obligations can provide cushion to senior creditors but concentrates risk with Tokushin, owned by the controlling shareholder’s family. As both loans are related party transactions approved by the boards, governance and alignment considerations center on how terms compare with arm’s-length funding, which may be detailed in the attached agreements.

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 March 2026

Commission File Number: 001-41181

Tokyo Lifestyle Co., Ltd.

Harumi Building, 2-5-9 Kotobashi
Sumida-ku, Tokyo, 130-0022
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 ☐

Entry into Material Definitive Agreements

On February 19, 2026, Tokyo Lifestyle Limited (“TKLF HK”), a wholly owned subsidiary of Tokyo Lifestyle Co., Ltd. (the “Company”), entered into a loan agreement with Mr. Mei Kanayama, the representative director and controlling shareholder of the Company (the “HK Loan Agreement”), pursuant to which Mr. Kanayama agreed to lend to TKLF HK an aggregate principal amount of HK$7,500,000 (the “HK Loan”). The HK Loan bears interest at the rate of 4.35% per annum, with a loan term from February 1, 2026 to January 31, 2031. TKLF HK should make a lump-sum repayment of principal and interest on the repayment date mutually agreed by the parties. Further, it should make annual interest payments on each anniversary of the drawdown date.

On February 24, 2026, the Company and Tokushin G. K. (“Tokushin”) was executed a subordinated loan agreement (the “Subordinated Loan Agreement”). Tokushin is a limited liability company formed under the laws of Japan owned by Mr. Kanayama and his family, for which Mr. Kanayama is the managing member. Pursuant to the Subordinated Loan Agreement, Tokushin agreed to lend to the Company an aggregate principal amount of JPY300,000,000 (the “Subordinated Loan”). The Subordinated Loan bears interest at the rate of 2.0% per annum, with the repayment date being January 31, 2031. The Company should make a lump-sum repayment of principal and interest on the repayment date. Further, it should make interest payments monthly on the last day of each calendar month. The principal of the Subordinated Loan ranks junior in priority of repayment to all other financing obligations of the Company at all times. The Subordinated Loan Agreement is dated November 27, 2025, was executed by both parties on February 24, 2026, and has a loan execution date of February 1, 2026.

As related party transactions, the HK Loan and the Subordinated Loan and the related agreements were approved by TKLF HK’s and the Company’s boards of directors on February 1, 2026 and January 22, 2026, respectively.

The foregoing summary of the HK Loan Agreement and the Subordinated Loan Agreement is qualified in its entirety by reference to the full text of such agreements, which are furnished as exhibits to this report on Form 6-K as Exhibit 10.1 and Exhibit 10.2, respectively.

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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.

	Tokyo Lifestyle Co., Ltd.
Date: March 6, 2026	By:	/s/ Mei Kanayama
	Name:	Mei Kanayama
	Title:	Representative Director and Director (Principal Executive Officer)

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EXHIBIT INDEX

Exhibit No.		Description
10.1		HK Loan Agreement
10.2		Subordinated Loan Agreement

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FAQ

What related party loans did Tokyo Lifestyle Co., Ltd. (TKLF) enter into?

Tokyo Lifestyle entered into two related party loans: a HK$7,500,000 loan to subsidiary TKLF HK from representative director Mei Kanayama, and a JPY300,000,000 subordinated loan to the company from Tokushin G.K., an entity owned by Mr. Kanayama and his family.

What are the key terms of Tokyo Lifestyle’s HK$7,500,000 loan to TKLF HK?

The HK Loan has a principal of HK$7,500,000, bears interest at 4.35% per annum, and runs from February 1, 2026 to January 31, 2031. TKLF HK must repay principal and accrued interest in a lump sum, with annual interest payments on each drawdown anniversary.

What are the main terms of the JPY300,000,000 subordinated loan to Tokyo Lifestyle (TKLF)?

The subordinated loan from Tokushin G.K. has a principal of JPY300,000,000, carries 2.0% annual interest, and is repayable in a lump sum on January 31, 2031. The company pays interest monthly on the last day of each calendar month during the loan term.

How does the subordinated loan rank compared with other Tokyo Lifestyle obligations?

The subordinated loan’s principal ranks junior in priority of repayment to all other financing obligations of Tokyo Lifestyle at all times. This means other creditors are paid before Tokushin G.K. with respect to principal repayment, which affects recovery order if financial stress occurs.

Who are the counterparties to Tokyo Lifestyle’s related party loans?

The HK Loan counterparty is representative director and controlling shareholder Mei Kanayama, lending to TKLF HK. The subordinated loan counterparty is Tokushin G.K., a Japanese limited liability company owned by Mr. Kanayama and his family, with Mr. Kanayama as managing member.

Were Tokyo Lifestyle’s related party loan agreements approved by its boards?

Yes. The HK Loan and Subordinated Loan, both related party transactions, were approved by TKLF HK’s board of directors on February 1, 2026 and the company’s board of directors on January 22, 2026, respectively, reflecting formal board-level authorization of the arrangements.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 HK LOAN AGREEMENT 30.5 KB
• EX-10.2 SUBORDINATED LOAN AGREEMENT 36.7 KB