UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): April 02, 2026

~~Pursuant~~KURA toSUSHI ~~Section~~USA, ~~13 or 15(d)~~INC.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): January 21, 2026


Delaware	001-39012	26-3808434
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17461 Derian Avenue, Suite 200
Irvine, California		92614
(Address of Principal Executive Offices)		(Zip Code)

~~KURA~~Registrant’s ~~SUSHI~~Telephone ~~USA~~Number, ~~INC.~~Including Area Code: (657) 333-4100

(~~Exact~~Former ~~name~~Name ofor ~~registrant~~Former asAddress, ~~specified~~if inChanged ~~its~~Since ~~charter~~Last Report)

Delaware	001-39012	26-3808434
(State or other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

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:

17461 Derian Avenue, Suite 200Irvine, California		92614
(Address of Principal Executive Offices)		(Zip Code)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~☐Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~14a-12 under the Exchange Act (~~657)~~17 ~~333~~CFR 240.14a-~~4100~~12)

~~(Former~~☐Pre-commencement ~~name~~communications orpursuant ~~former~~to ~~address~~Rule if14d-2(b) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.13e-4(c))

~~☐ Written~~Securities ~~communications~~registered pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	KRUS	The Nasdaq Stock Market LLC

~~☐ Pre-commencement~~Indicate ~~communications~~by ~~pursuant~~check tomark whether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

~~☐ Pre-commencement~~Emerging ~~communications~~growth ~~pursuant~~company ~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☐

~~Securities~~If ~~registered~~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 1213(ba) of the Exchange Act:. ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	KRUS	The Nasdaq Stock Market LLC

Item 2.02 Results of Operations and Financial Condition.

~~Indicate~~On byApril ~~check~~7, ~~mark~~2026, ~~whether~~Kura Sushi USA, Inc. (the ~~registrant~~“Company”) isissued ana ~~emerging~~press ~~growth~~release ~~company~~disclosing asearnings ~~defined~~and inother ~~Rule~~financial ~~405~~results offor ~~the~~its ~~Securities~~fiscal ~~Act~~second ofquarter ~~1933~~ended ~~(§230.405~~February of28, ~~this~~2026, ~~chapter)~~and orannouncing ~~Rule~~that ~~12b-2~~its ofmanagement ~~the~~would ~~Securities~~review ~~Exchange~~these ~~Act~~results ofin ~~1934~~a conference call at 5:00 p.m. (~~§240~~EDT) on April 7, 2026.~~12b-2~~ A copy of ~~this~~the ~~chapter).~~Company’s press release is furnished as Exhibit 99.1.

~~Emerging~~The ~~growth~~information ~~company ☐~~furnished with Item 2.02 of this Current Report on Form 8-K, including 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 otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other 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.

IfItem an5.02 emergingDeparture growthof company,Directors indicateor byCertain checkOfficers; markElection ifof theDirectors; registrantAppointment hasof electedCertain notOfficers; toCompensatory useArrangements the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theCertain Exchange ActOfficers. ☐

~~Item~~On 5April 2, 2026, Jeffrey J.07 ~~Submission~~Uttz notified the Company of ~~Matters~~his decision to resign as the Company’s Chief Financial Officer and Treasurer, effective April 28, 2026. Mr. Uttz informed the Company that his decision to resign was in order to accept a ~~Vote~~new position within the restaurant industry, and was not the result of ~~Security~~any ~~Holders~~disagreement or dispute with the Company or its management on matters relating to the Company’s strategy, operations, financial reporting, or other policies or practices. The Company has commenced an executive search for qualified candidates to fill the Chief Financial Officer position.

~~The~~Hajime ~~2026~~Uba, ~~Annual Meeting of Stockholders (~~the ~~“Annual~~Company’s ~~Meeting”)~~President ofand ~~Kura~~Chief ~~Sushi~~Executive ~~USA~~Officer, ~~Inc.~~will ~~(the~~serve ~~“Company”)~~as ~~was~~Interim ~~held~~Chief atFinancial ~~the~~Officer ~~offices~~and ofas the Company's atprincipal ~~17461~~financial ~~Derian Avenue~~officer, ~~Suite~~effective ~~200,~~upon ~~Irvine,~~Mr. CAUttz’s ~~92614~~resignation onwhile ~~January~~the ~~21,~~search ~~2026,~~for ata ~~10:00~~permanent ~~a.m.~~replacement ~~Pacific~~is ~~Time~~conducted. ~~Stockholders~~Mr. ~~considered~~Uba ~~three~~will ~~proposals~~not atreceive ~~the~~any ~~meeting,~~additional ~~which~~compensation ~~are~~for ~~described~~assuming ~~in more detail in~~ the ~~Company’s~~duties ~~Definitive~~of ~~Proxy~~Interim ~~Statement~~Chief onFinancial ~~Schedule~~Officer ~~14A~~and ~~(the~~no ~~“Proxy~~changes ~~Statement”)~~were ~~filed~~made ~~with~~to ~~the~~Mr. ~~Securities~~Uba’s ~~and~~employment ~~Exchange~~agreement ~~Commission~~in onconnection ~~December~~with ~~10,~~this ~~2025~~appointment.

AtBiographical ~~the~~information ~~beginning~~for ofMr. ~~the~~Uba ~~Annual~~can ~~Meeting,~~be ~~there~~found ~~were 9,613,169 shares of Class A common stock and 1,000,050 shares of Class B common stock present at the Annual Meeting~~ in ~~person or by proxy, which represented 92.9% of~~ the combined voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of the Company’s ~~Class~~definitive Aproxy ~~common~~statement ~~stock~~for ~~were~~its ~~entitled~~2026 toannual ~~one~~meeting ~~vote~~of ~~for~~shareholders ~~each~~filed ~~share~~with ~~held as of~~ the ~~close~~Securities ofand ~~business~~Exchange Commission on ~~November~~December 2410, 2025 ~~(the “Record Date”)~~, and ~~holders~~is ofincorporated ~~the~~herein ~~Company’s~~by ~~Class B common stock were entitled to ten votes for each share held as of the Record Date~~reference.

~~The~~Mr. ~~final~~Uba ~~voting~~has ~~results~~no ~~are~~family ~~reported~~relationships ~~below~~with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~Proposal~~Item ~~One: Election of five directors, including Shintaro Asako, Treasa Bowers, Claudia Schaefer, Carin L~~7.01 Regulation ~~Stutz~~FD ~~and Hajime Uba to serve for a term until the 2027 annual meeting of stockholders, or until his or her successor has been duly elected and qualified~~Disclosure.

~~The~~On April 7, 2026, the Company’s ~~stockholders~~issued ~~elected~~a ~~each~~press release announcing the resignation of Mr. Uttz as the ~~five~~Company’s ~~nominees~~Chief ~~for~~Financial ~~director,~~Officer and Treasurer. A copy of the ~~voting~~press ~~results~~release ~~are~~is ~~set~~being ~~forth~~filed ~~below:~~as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference.

Name	For	Against	Abstain	Broker Non-Votes
Shintaro Asako	17,242,990	1,618,426	4,666	747,587
Treasa Bowers	17,328,724	1,532,585	4,773	747,587
Claudia Schaefer	18,857,589	3,746	4,747	747,587
Carin L. Stutz	17,004,112	1,857,088	4,882	747,587
Hajime Uba	17,357,810	1,503,605	4,667	747,587

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ProposalItem Two:9.01 RatificationFinancial ofStatements theand appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending on August 31, 2026Exhibits.

~~The~~(d) Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending on August 31, 2026, and the voting results are set forth below: Exhibits

For	Against	Abstain
Exhibit No.	Description
19,596,028	12,893	4,748
99.1	Earnings Press Release dated April 7, 2026
99.2	Press Release Regarding Chief Financial Officer Resignation dated April 7, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal Three: Approval, on an advisory basis, of named executive officer compensation.~~SIGNATURES

~~The~~Pursuant ~~Company’s~~to ~~stockholders~~the ~~gave~~requirements ~~advisory approval~~ of the ~~compensation~~Securities Exchange Act of 1934, the ~~Company’s~~registrant ~~named~~has ~~executive~~duly ~~officers,~~caused ~~and~~this ~~the~~report ~~voting~~to ~~results~~be ~~are~~signed ~~set~~on ~~forth~~its ~~below:~~ behalf by the undersigned thereunto duly authorized.

For		Against		Abstain	Broker Non-Votes
			KURA SUSHI USA, INC.
18,594,882		265,335		5,865	747,587
Date:	April 7, 2026		By:	/s/ Jeffrey Uttz
			Name:	Jeffrey Uttz
			Title:	Chief Financial Officer

Item 7.01 Regulation FD Disclosure

On January 22, 2026, the Company issued a press release regarding the election of Claudia Schaefer as a director. A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated January 22, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

		KURA SUSHI USA, INC.
Date	January 22, 2026	By:	/s/ Jeffrey Uttz
		Name:	Jeffrey Uttz
		Title:	Chief Financial Officer

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