Tokyo Lifestyle proposes JPY1.432-per-share dividend

The proposed capital reduction would transfer JPY284,419,000 to capital reserve, while shareholders are also asked to approve a JPY1.432-per-share dividend.

Available on EDGAR 11/06/2026 - 04:06 PM EST Accepted by SEC EDGAR 11/06/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Tokyo Lifestyle Co., Ltd. has called an Extraordinary General Meeting for November 30, 2026, where shareholders will vote on a proposed cash dividend of JPY1.432 per ordinary share and a reduction of stated capital. The proposed dividend totals JPY79,950,643, with October 30, 2026 as the record date and payment scheduled to begin December 18, 2026.

The proposed capital reduction is JPY284,419,000, reducing stated capital from JPY294,419,000 to JPY10,000,000, with the full reduction transferred to capital reserve. It is subject to shareholder approval and completion of creditor protection procedures under Japanese law, and is expected to take effect on December 11, 2026.

Filing Explained

For ADS holders, a returned proxy without instructions means no vote; the meeting notice treats an unmarked voting form as approval.

The notice says a later third-party share issuance again took stated capital above JPY100 million, the threshold the company says it seeks to get below in light of business operations and tax treatment. The board-approved proposal would transfer JPY284,419,000 from stated capital to capital reserve, leaving JPY10 million stated capital, but still requires the November 30 shareholder vote and creditor-protection procedures.

For ordinary-share voting forms, an unmarked proposal is treated as a vote in favor, while the separate ADS proxy card says a returned form without voting instructions will not be voted by the depositary; ADS instructions must arrive by November 23, 2026, at 12:00 p.m. EST.

Key Figures

Proposed dividend per ordinary share: JPY1.432 per ordinary share Total proposed dividends: JPY79,950,643 Stated capital reduction: JPY284,419,000 +3 more

6 metrics

Proposed dividend per ordinary share JPY1.432 per ordinary share Proposed dividend

Total proposed dividends JPY79,950,643 Proposed cash dividend

Stated capital reduction JPY284,419,000 Proposed reduction

Stated capital before reduction JPY294,419,000 Before the proposed reduction

Stated capital after reduction JPY10,000,000 Proposed amount after the reduction

Planned capital reserve JPY4,223,871,697 Amount the company plans to set in connection with the capital reduction

Key Terms

Appropriation of Surplus, stated capital, capital reserve, creditor protection procedures, +1 more

5 terms

Appropriation of Surplus financial

"Proposal No. 1: Appropriation of Surplus"

stated capital financial

"reduce the Company’s stated capital by JPY 284,419,000"

capital reserve financial

"entire amount of the reduction to be transferred to capital reserve"

A capital reserve is a portion of a company's profits set aside for special purposes, such as funding future growth or covering unexpected expenses. It acts like a savings fund that helps ensure the company’s stability and long-term success, which is reassuring for investors because it indicates the company is prepared for future opportunities or challenges.

creditor protection procedures regulatory

"completion of the applicable creditor protection procedures under Japanese law"

record date financial

"October 30, 2026 (Friday) as the record date for the dividend"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

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

What dividend did TKLF propose?

TKLF proposed a cash dividend of JPY1.432 per ordinary share, totaling JPY79,950,643. The record date is October 30, 2026, and the effective date and payment commencement date are December 18, 2026.

What is TKLF's proposed capital reduction?

TKLF proposed reducing stated capital by JPY284,419,000, from JPY294,419,000 to JPY10,000,000, and transferring the full reduction to capital reserve. The proposal is subject to shareholder approval and completion of creditor protection procedures under Japanese law, and is expected to take effect on December 11, 2026.

When is TKLF's extraordinary shareholders meeting?

The meeting is scheduled for November 30, 2026, at 11:00 a.m. Japan Standard Time in Tokyo. Shareholders will vote on the proposed appropriation of surplus and reduction of the amount of stated capital.

What are the TKLF voting deadlines for ordinary shares and ADSs?

For written voting under the meeting notice, the completed voting form must arrive by 1:00 p.m. Japan Standard Time on November 27, 2026. The ADS proxy instructions require receipt before 12:00 p.m. Eastern Standard Time on November 23, 2026; an ADS instruction form with no selections will not be voted on those items.

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: 001-41181

_________________

Tokyo Lifestyle Co., Ltd. (Translation of registrant’s name into English)

_________________

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 ☐

Convocation of Extraordinary General Meeting of Shareholders of Tokyo Lifestyle Co., Ltd.

In accordance with the rules and regulations of the Japanese Companies Act, Tokyo Lifestyle Co., Ltd. (the “Company”) has sent a notice and accompanying information, including voting instructions, to the holders of its ordinary shares and American Depositary Shares with respect to its Extraordinary General Meeting of Shareholders to be held in Tokyo, Japan on November 30, 2026 (the “Notice”).

As previously disclosed in the Company’s Form 6-K furnished to the U.S. Securities and Exchange Commission on October 14, 2026, the shareholders will be asked to approve the proposed cash dividend of JPY1.432 per ordinary share at the Extraordinary General Meeting of Shareholders.

In addition, at a meeting held on October 22, 2026, the Company’s board of directors approved a proposal to reduce the Company’s stated capital by JPY284,419,000, from JPY294,419,000 to JPY10,000,000, with the entire amount of the reduction to be transferred to capital reserve (the “Proposed Capital Reduction”). The Proposed Capital Reduction is subject to shareholders’ approval at the Extraordinary General Meeting of Shareholders and completion of the applicable creditor protection procedures under Japanese law and is expected to become effective on December 11, 2026.

A complete copy of the Notice and the form of proxy card are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

Exhibit 99.1 and Exhibit 99.2 furnished hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

1

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.
		By:		/s/ Mei Kanayama
				Mei Kanayama
				Representative Director and Director (Principal Executive Officer)

Date: November 6, 2026

2

EXHIBIT INDEX

Exhibit No.		Description
99.1		Notice of Convocation of Extraordinary General Meeting of Shareholders to be held on November 30, 2026
99.2		Form of Proxy Card

3

Exhibit 99.1

[This is an English translation of the original issued in Japanese]

[Note] This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.

November 6, 2026

Dear Shareholders,

Harumi Bld.2-5-9

Sumida-ku, Tokyo 130-0022, Japan

Tokyo Lifestyle Co., Ltd.

Representative Director

Mei Kanayama

Notice of Convocation of an Extraordinary General Meeting of Shareholders

We would like to express our sincere appreciation for your continued support and patronage.

We hereby notify you that an Extraordinary General Meeting of Shareholders of the Company will be held as set forth below, and cordially invite you to attend.

If you are unable to attend the meeting in person, you may exercise your voting rights in writing. In this case, please review the attached Reference Documents for the General Meeting of Shareholders, indicate your approval or disapproval of each proposal on the enclosed Voting Form, and return the completed form so that it arrives no later than 1:00 p.m. (Japan Standard Time) on Friday, November 27, 2026.

Please note that if no indication of approval or disapproval is made for any proposal on the Voting Form, your vote shall be treated as a vote in favor of the relevant proposal.

Sincerely,

Details

1. Date and Time: November 30, 2026, at 11:00 a.m. (Japan Standard Time)

2. Venue: 5th Floor, Harumi Building, 2-5-9 Kotobashi, Sumida-Ku, Tokyo, Japan

3. Purpose of the Meeting:

Proposal No. 1: Appropriation of Surplus

Proposal No. 2: Reduction of the Amount of Stated Capital

If you attend the meeting in person, please bring this Notice of Convocation and the Reference Documents for the General Meeting of Shareholders with you. Please also submit the enclosed Voting Form at the reception desk upon arrival.

1

Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Appropriation of Surplus

In order to return profits to our shareholders, the Company proposes to distribute dividends from surplus as set forth below, taking into comprehensive consideration the Company’s financial condition and other relevant factors, with October 30, 2026 (Friday) as the record date for the dividend. We respectfully request the approval of our shareholders for this proposal.

Details

Type of Dividend Property: Cash

Dividend per Share: ¥1.432 per ordinary share of the Company

Total Amount of Dividends: ¥79,950,643

Effective Date of Dividend Distribution: December 18, 2026

Dividend Payment Commencement Date: December 18, 2026

Dividend Payment End Date: December 30, 2026

The dividend amount payable to each shareholder shall be calculated by multiplying the number of shares held by such shareholder by JPY 1.432 per share. Any fractional amount of less than JPY 1 resulting from such calculation shall be rounded up to the nearest whole yen.

Proposal No. 2: Reduction of the Amount of Stated Capital

The Company reduced its stated capital to JPY 10,000,000 as of March 21, 2025. However, as a result of the subsequent capital increase through the issuance of new shares by way of a third-party allotment, the amount of the Company’s stated capital has once again exceeded JPY 100 million.

In light of the overall impact on the Company’s business operations and tax treatment, the Company proposes to conduct another reduction of capital pursuant to Article 447, Paragraph 1 of the Companies Act of Japan, with the objective of reducing its stated capital to JPY 100 million or less.

Taking into consideration the possibility of additional share issuances by the end of the current fiscal year, the Company plans to reduce its stated capital to JPY 10,000,000, as in the previous capital reduction. In addition, in connection with this capital reduction, the Company plans to set the amount of its capital reserve at JPY 4,223,871,697.

(1) Amount of capital to be reduced: JPY 284,419,000

(2) Amount of capital after the reduction: JPY 10,000,000

(3) Amount of the capital reduction to be transferred to capital reserve: JPY 284,419,000

(4) Effective Date: December 11, 2026

(5) Scheduled Date of the Shareholders’ Resolution: November 30, 2026

The schedule for this capital reduction and the proposed public notice are as follows.

(1) Capital Reduction Schedule

• October 22: Board of Directors resolution

• November 6: Dispatch of the Notice of Convocation of the Shareholders’ Meeting

• November 9 — December 10: Public notice to creditors (Official Gazette and electronic public notice)

2

• November 30: Shareholders’ resolution

• December 11: Effective date of the capital reduction

(2) Proposed Public Notice

Notice of Reduction of Capital

The Company hereby announces that it will reduce its stated capital by JPY 284,419,000 to JPY 10,000,000. The entire amount of the capital reduction will be transferred to capital reserve.

The effective date of the capital reduction will be December 11, 2026, and the relevant resolution of the shareholders’ meeting is scheduled to be adopted on November 30, 2026.

Creditors who have objections to this decision are requested to submit their objections within one month from the day following the publication of this notice.

The status of disclosure of the Company’s latest balance sheet is as follows:

https://www.ystbek.co.jp/ir_financial_results-archive/

November 10, 2026

5th Floor, Harumi Building, 2-5-9 Kotobashi, Sumida-Ku, Tokyo, Japan

Tokyo Lifestyle Co., Ltd.

Representative Director MEI KANAYAMA

End

3

Exhibit 99.2

BNY: PO BOX 505006, Louisville, KY 40233-5006 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Tokyo Lifestyle Co., Ltd. Extraordinary General Meeting of Shareholders For Shareholders of record as of October 30, 2026 Monday, November 30, 2026 11:00 AM, Local Time Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card in the postage-paid envelope provided YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 12pm EST on November 23, 2026 1. Please direct the Depositary how it is to vote by placing an X in the appropriate box opposite the resolution. 2. It is understood that, if this form is signed and returned but no instructions are indicated in the boxes, then the Depositary will not vote such items. 3. It is understood that, if this form is not signed, or not returned, the Depositary will not vote such items. Tokyo Lifestyle Co., Ltd Instructions to The Bank of New York, as Depositary (Must be received prior to 12:00 p.m. EST on November 23, 2026) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York, as Depositary, to endeavor, insofar as practicable, to vote or cause to be voted the amount of shares or other Deposited Securities represented by such Receipts of Tokyo Lifestyle Co., Ltd registered in the name of the undersigned on the books of the Depositary as of the close of business on October 30, 2026 at the Extraordinary General Meeting of Shareholders of Tokyo Lifestyle Co., Ltd to be held on November 30, 2026 in Sumida-ku, Tokyo, Japan. NOTE: PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Extraordinary General Meeting of

Tokyo Lifestyle Co., Ltd. Extraordinary General Meeting of Shareholders Please make your marks like this: Mgmt. recommendation is “FOR” on all items. PROPOSAL YOUR VOTE Proposal 1 Appropriation of Surplus Proposal 2 Reduction of the Amount of Stated Capital FOR AGAINST Authorized Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 NOTICE OF CONVOCATION OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HEL 33.5 KB
• EX-99.2 FORM OF PROXY CARD 6.8 KB