[8-K] Yoshiharu Global Co. Reports Material Event

Rhea-AI Filing Summary

Capital One Financial (COF) Chief Information Officer Robert M. Alexander reported the sale of 10,114 common shares on 07/23/2025 at $227.86 per share, totaling roughly $2.3 million in proceeds. The sale was executed under a Rule 10b5-1 plan adopted 02/14/2025, indicating it was pre-scheduled rather than discretionary.

After the transaction, Alexander’s direct holdings declined to 68,707 shares; he also retains 100 shares indirectly through The Alexander Fund and 2 shares in a UGMA account. No derivative securities were bought or sold. While the filing does not affect Capital One’s operations or guidance, investors often watch insider sales for sentiment signals. Alexander continues to hold a significant equity stake, maintaining alignment with shareholder interests.

Positive

• None.

Negative

• CIO sold 10,114 shares (~$2.3 M), which some investors may interpret as a mild negative insider sentiment signal despite the 10b5-1 plan.

Insights

Securities Analyst

TL;DR: Pre-planned insider sale; modest size versus total stake; neutral market impact.

The CIO’s 10,114-share sale (~$2.3 M) represents a small fraction of Capital One’s daily volume and about 13% of his directly held shares. Because it was executed under a 10b5-1 plan, it does not necessarily signal negative insider sentiment. Alexander still owns 68,707 shares, preserving meaningful exposure. From a trading perspective, the event is unlikely to exert significant price pressure or alter the fundamental outlook for COF.

Corporate Governance Expert

TL;DR: Routine Rule 10b5-1 sale; no governance red flags.

The filing demonstrates compliance with Section 16 reporting and the use of a 10b5-1 plan, which enhances transparency and reduces the risk of insider-trading allegations. No derivatives or complex structures were involved, and Alexander’s continued sizable ownership suggests ongoing alignment with shareholders. Governance risk remains unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2025)

Yoshiharu Global Co.

(Exact name of registrant as specified in its charter)

Delaware		001-41494		87-3941448
(State or other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

104 Apple Blossom Cir

Brea, CA 92821

(Address of principal executive offices and zip code)

(714) 694-2403

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		YOSH		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On July 25, 2025, Yoshiharu Global Co., a Delaware corporation (the “Company”) issued a press release announcing its strategic transition to a PropTech company in connection with its previously announced upcoming name change to Vestand, Inc. and also announced certain initiatives by the Board of Directors to strengthen the internal controls of the company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

The information included in this Item 7.01 of this Current Report, including the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand our leadership position. These forward-looking statements include, but are not limited to, the Company’s beliefs, plans, goals, objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and statements identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our filings with the SEC including our Form 10-K for the year ended December 31, 2024, and subsequent reports we file with the SEC from time to time, which can be found on the SEC’s website at www.sec.gov. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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 hereunto duly authorized.

Date: July 25, 2025

YOSHIHARU GLOBAL CO.
By:	/s/ John Oh
Name:	John Oh
Title:	Chief Financial Officer

FAQ

How many Capital One (COF) shares did the CIO sell?

Robert M. Alexander sold 10,114 common shares on 07/23/2025.

What was the average sale price for the COF shares?

The shares were sold at an average price of $227.86.

How many COF shares does Alexander still own after the transaction?

He now holds 68,707 shares directly and 102 shares indirectly (100 via The Alexander Fund, 2 via UGMA).

Was the sale conducted under a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 02/14/2025, indicating the sale was pre-scheduled.

Did the filing report any derivative security transactions?

No derivative securities were acquired or disposed of in this Form 4.