Tokyo Lifestyle: Tokushin swaps JPY510M loan for shares

Q: How many TKLF ordinary shares did Mei Kanayama purchase?

Mei Kanayama, Representative Director (PEO), purchased 1,396,755 ordinary shares directly from Tokyo Lifestyle on September 29, 2026, for JPY58,838,000 in aggregate, approximately JPY42.124782 per share. Her direct ordinary-share holdings after the purchase were 8,613,191. No Rule 10b5-1 plan is reported.

Q: How did Tokushin G. K. acquire TKLF ordinary shares?

Tokushin G. K. acquired 12,106,893 ordinary shares on September 29, 2026, by contributing its JPY510,000,000 loan principal receivable from Tokyo Lifestyle. Its holdings following the transaction were 25,681,997 ordinary shares. Kanayama and her family own Tokushin, and Kanayama is its managing member with voting and dispositive control.

Tokushin G. K., owned by Representative Director (PEO) Mei Kanayama and her family, acquired 12,106,893 ordinary shares through a JPY510,000,000 loan-receivable contribution.

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Rhea-AI Filing Summary

Tokyo Lifestyle Co., Ltd. (TKLF) Representative Director (PEO) Mei Kanayama purchased 1,396,755 ordinary shares directly from the company on September 29, 2026, for JPY58,838,000 in aggregate, approximately JPY42.124782 per share. Her direct ordinary-share holdings following the purchase were 8,613,191 shares.

On the same date, Tokushin G. K., a Japanese limited liability company owned by Kanayama and her family and managed by Kanayama, acquired 12,106,893 ordinary shares by contributing its JPY510,000,000 loan principal receivable from Tokyo Lifestyle; Tokushin then held 25,681,997 ordinary shares. Kanayama also directly held 172,016 American depositary shares, each representing ten ordinary shares.

Insider Trade Summary

Net Buyer: 1,396,755 shares

Net Buy 3 txns

Insider Kanayama Mei

Role Representative Director (PEO)

Bought 1,396,755 shs ($383K)

Type	Security	Shares	Price	Value
Purchase	Ordinary shares ^F1	1,396,755	$0.274	$383K
Other	Ordinary shares ^{F2, F3}	12,106,893	$0.274	$3.32M
holding	American depositary shares ^F4	--	--	--

Holdings After Transaction: Ordinary shares — 8,613,191 shares (Direct); Ordinary shares — 25,681,997 shares (Indirect, By Tokushin G. K.); American depositary shares — 172,016 shares (Direct)

Footnotes (4)

F1. On September 29, 2026, Mr. Kanayama acquired 1,396,755 ordinary shares ("Ordinary Shares") of Tokyo Lifestyle Co., Ltd. (the "Company") directly from the Company for JPY58,838,000 in aggregate, or approximately JPY42.124782 per share. The US$0.274 per-share pricing benchmark was converted at the JPY/US$ Telegraphic Transfer Middle Rate of 153.74 per US$1.00, published by Mitsubishi UFJ Research & Consulting Co., Ltd. on September 9, 2026, the business day before the approval of the board of directors of the Company.
F2. On September 29, 2026, Tokushin (as defined below) acquired 12,106,893 Ordinary Shares by contributing its JPY510,000,000 loan principal receivable from the Company, equivalent to approximately JPY42.124763 per share (approximately US$0.274 per share using the same pricing benchmark and exchange rate in footnote 1).
F3. Tokushin G. K. ("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, and accordingly, Mr. Kanayama has the voting and dispositive control of the ordinary shares Tokushin holds in the Company.
F4. Each American depositary share represents ten Ordinary Shares of the Company.

Key Figures

Ordinary shares purchased directly: 1,396,755 ordinary shares Aggregate purchase consideration: JPY58,838,000 Approximate price per ordinary share: Approximately JPY42.124782 per share +5 more

8 metrics

Ordinary shares purchased directly 1,396,755 ordinary shares September 29, 2026

Aggregate purchase consideration JPY58,838,000 Mei Kanayama's direct purchase on September 29, 2026

Approximate price per ordinary share Approximately JPY42.124782 per share Mei Kanayama's direct purchase

Direct ordinary shares following purchase 8,613,191 ordinary shares Mei Kanayama, September 29, 2026

Ordinary shares acquired by Tokushin G. K. 12,106,893 ordinary shares September 29, 2026

Loan principal receivable contributed JPY510,000,000 Tokushin G. K.'s acquisition of ordinary shares

Ordinary shares held by Tokushin following acquisition 25,681,997 ordinary shares September 29, 2026

American depositary shares held directly 172,016 American depositary shares Mei Kanayama, September 29, 2026

Key Terms

American depositary shares, loan principal receivable, dispositive control

3 terms

American depositary shares financial

"Each American depositary share represents ten Ordinary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

loan principal receivable financial

"by contributing its JPY510,000,000 loan principal receivable"

dispositive control technical

"has the voting and dispositive control"

FAQ

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

How many TKLF ordinary shares did Mei Kanayama purchase?

Mei Kanayama, Representative Director (PEO), purchased 1,396,755 ordinary shares directly from Tokyo Lifestyle on September 29, 2026, for JPY58,838,000 in aggregate, approximately JPY42.124782 per share. Her direct ordinary-share holdings after the purchase were 8,613,191. No Rule 10b5-1 plan is reported.

How did Tokushin G. K. acquire TKLF ordinary shares?

Tokushin G. K. acquired 12,106,893 ordinary shares on September 29, 2026, by contributing its JPY510,000,000 loan principal receivable from Tokyo Lifestyle. Its holdings following the transaction were 25,681,997 ordinary shares. Kanayama and her family own Tokushin, and Kanayama is its managing member with voting and dispositive control.

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

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Available on EDGAR 10/01/2026 - 04:06 PM Accepted by SEC EDGAR 10/01/2026 - 04:06 PM

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^*

Kanayama Mei

(Last)

(First)

(Middle)

HARUMI BUILDING, 2-5-9 KOTOBASHI

(Street)

TOKYO

130-0022

(City)

(State)

(Zip)

JAPAN

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tokyo Lifestyle Co., Ltd. [ TKLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Representative Director (PEO)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary shares⁽¹⁾	09/29/2026		P		1,396,755	A	$0.274	8,613,191	D
Ordinary shares⁽²⁾	09/29/2026		J		12,106,893	A	$0.274	25,681,997	I	By Tokushin G. K.⁽³⁾
American depositary shares⁽⁴⁾								172,016	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On September 29, 2026, Mr. Kanayama acquired 1,396,755 ordinary shares ("Ordinary Shares") of Tokyo Lifestyle Co., Ltd. (the "Company") directly from the Company for JPY58,838,000 in aggregate, or approximately JPY42.124782 per share. The US$0.274 per-share pricing benchmark was converted at the JPY/US$ Telegraphic Transfer Middle Rate of 153.74 per US$1.00, published by Mitsubishi UFJ Research & Consulting Co., Ltd. on September 9, 2026, the business day before the approval of the board of directors of the Company.

2. On September 29, 2026, Tokushin (as defined below) acquired 12,106,893 Ordinary Shares by contributing its JPY510,000,000 loan principal receivable from the Company, equivalent to approximately JPY42.124763 per share (approximately US$0.274 per share using the same pricing benchmark and exchange rate in footnote 1).

3. Tokushin G. K. ("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, and accordingly, Mr. Kanayama has the voting and dispositive control of the ordinary shares Tokushin holds in the Company.

4. Each American depositary share represents ten Ordinary Shares of the Company.

	/s/ Mei Kanayama	10/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR