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KURA SUSHI USA, INC.

For the period ended May 31, 2026. Filed Jul 7, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 31, 2026 · Filed Jul 7, 2026

KRUS$27.38-26.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-02-28; filed 2026-04-07.

0001193125-26-145622

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-05-31; filed 2026-07-07.

0001193125-26-297529

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 111 previous paragraphs and 112 current paragraphs.

75 unchanged; 33 reworded; 3 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

Interest expense. Interest expense was $17 thousand for the three months ended May 31, 2026 compared to $30 thousand for the three months ended May 31, 2025.

Current report

Nine Months Ended May 31, 2026 Compared to Nine Months Ended May 31, 2025

Current report

Interest expense. Interest expense was $50 thousand for the nine months ended May 31, 2026 compared to $56 thousand for the nine months ended May 31, 2025.
Removed paragraphs (3)

Previous report

Interest expense. Interest expense was $15 thousand for the three months ended February 28, 2026 compared to $13 thousand for the three months ended February 28, 2025.

Previous report

Six Months Ended February 28, 2026 Compared to Six Months Ended February 28, 2025

Previous report

Interest expense. Interest expense was $33 thousand for the six months ended February 28, 2026 compared to $26 thousand for the six months ended February 28, 2025.
Reworded paragraphs (33)

Previous wording

During the six months ended February 28, 2026, we opened five restaurants and expanded our restaurant base to 84 restaurants in 22 states and Washington, DC. Subsequent to February 28, 2026, we opened four additional restaurants totaling 88 restaurants. We expect to open a total of 16 new restaurants in fiscal year 2026 and therefore, we expect our revenue and restaurant operating costs to increase in fiscal year 2026. We also expect our general and administrative expenses to increase on a dollar basis in fiscal 2026 to support the growth of the company.

Current wording

During the nine months ended May 31, 2026, we opened twelve restaurants and expanded our restaurant base to 91 restaurants in 22 states and Washington, DC. Subsequent to May 31, 2026, we opened three additional restaurants totaling 94 restaurants in 24 states and Washington, DC. We expect to open a total of 16 new restaurants in fiscal year 2026. Accordingly, we expect our revenue and restaurant operating costs to increase in fiscal year 2026. We also expect our general and administrative expenses to increase on a dollar basis in fiscal 2026 to support our continued growth.

Previous wording

We have evaluated and will continue to evaluate the impact of import laws and tariffs on our operations. During the six months ended February 28, 2026, tariffs continued to have a considerable impact on our business, financial condition, results of operations and cash flows. Based on the current economic environment, tariffs are expected to continue to have a considerable impact on our operations in certain areas, such as food and beverage costs, construction and equipment costs and other restaurant operating costs throughout fiscal year 2026. The reduction in tariffs on our food and beverage costs are offset by an increase in commodity inflation and therefore, based on the current economic environment, we expect our food and beverage costs as a percentage of sales for the remainder of fiscal year 2026 to remain reasonably consistent with the six months ended February 28, 2026. In addition, ongoing geopolitical events could lead to a disruption of energy supplies, which could impact inflation, disrupt global supply chains and food distribution markets, and adversely impact consumer spending which could adversely affect our business, financial condition or results of operations. We have historically used menu price increases to manage profitability in times of inflation or tariff increases. During our fiscal first quarter 2026, we increased menu prices, which we expect will partially offset the impact on our operations in fiscal year 2026. See our Annual Report on Form 10-K “Part I, Item 1A, “Risk Factors — Risks Related to Our Operations and Growth Strategy”.

Current wording

We have evaluated and will continue to evaluate the impact of import laws and tariffs on our operations. During the nine months ended May 31, 2026, tariffs continued to have a considerable impact on our business, financial condition, results of operations and cash flows. Based on the current economic environment, tariffs are expected to continue to have a considerable impact on our operations in certain areas, such as food and beverage costs, construction and equipment costs and other restaurant operating costs throughout fiscal year 2026. The reduction in tariffs as a result of the termination of IEEPA tariffs on our food and beverage costs are offset by an increase in commodity inflation and therefore, based on the current economic environment, we expect our food and beverage costs as a percentage of sales for the remainder of fiscal year 2026 to remain reasonably consistent with the nine months ended May 31, 2026. In addition, ongoing geopolitical events could lead to a disruption of energy supplies, which has and could continue to impact inflation, disrupt global supply chains and food distribution markets, and adversely impact consumer spending which has and can continue to adversely affect our business, financial condition or results of operations. We have historically used menu price increases to manage profitability in times of inflation or tariff increases. During our fiscal first quarter 2026, we increased menu prices, which partially offset the impact on our operations in fiscal year 2026. Additionally, we increased menu prices in July 2026. See our Annual Report on Form 10-K “Part I, Item 1A, “Risk Factors — Risks Related to Our Operations and Growth Strategy”.

Previous wording

The following tables present selected comparative results of operations for the three and six months ended February 28, 2026 and February 28, 2025. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the tables below may not recalculate or sum up to 100% due to rounding.

Current wording

The following tables present selected comparative results of operations for the three and nine months ended May 31, 2026 and May 31, 2025. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the tables below may not recalculate or sum up to 100% due to rounding.

Previous wording

Sales. Sales were $80.0 million for the three months ended February 28, 2026 compared to $64.9 million for the three months ended February 28, 2025, representing an increase of $15.1 million, or 23.3%. The increase in sales was primarily driven by the sales resulting from eleven new restaurants that opened subsequent to February 28, 2025, as well as increases in menu prices during the same period. Comparable restaurant sales increased 8.6%, consisting of traffic of 4.3% and price/mix of 4.3%, for the three months ended February 28, 2026, as compared to the three months ended February 28, 2025. The increase in traffic is primarily due to incremental promotional collaborations as it relates to our Bikkura-Pon prizes and giveaways as compared to the prior year.

Current wording

Sales. Sales were $85.9 million for the three months ended May 31, 2026 compared to $74.0 million for the three months ended May 31, 2025, representing an increase of $11.9 million, or 16.2%. The increase in sales was primarily driven by the sales resulting from fifteen new restaurants that opened subsequent to May 31, 2025, as well as increases in menu prices during the same period. Comparable restaurant sales decreased 0.4%, consisting of negative traffic of 5.1% and price/mix of 4.7%, for the three months ended May 31, 2026, as compared to the three months ended May 31, 2025. The decrease in traffic is a result of lower consumer spending due to the macroeconomic environment.

Previous wording

Food and beverage costs. Food and beverage costs were $24.3 million for the three months ended February 28, 2026 compared to $18.6 million for the three months ended February 28, 2025, representing an increase of $5.7 million, or 30.5%. The increase in food and beverage costs was primarily driven by costs associated with sales from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, food and beverage costs increased to 30.4% in the three months ended February 28, 2026 as compared to 28.7% in the three months ended February 28, 2025, primarily due to tariffs on imported ingredients, which was partially offset by increases in menu prices.

Current wording

Food and beverage costs. Food and beverage costs were $25.9 million for the three months ended May 31, 2026 compared to $20.9 million for the three months ended May 31, 2025, representing an increase of $5.0 million, or 23.8%. The increase in food and beverage costs was primarily driven by costs associated with sales from fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, food and beverage costs increased to 30.2% in the three months ended May 31, 2026 as compared to 28.3% in the three months ended May 31, 2025, primarily due to tariffs on imported ingredients, which was partially offset by increases in menu prices.

Previous wording

Labor and related costs. Labor and related costs were $24.6 million for the three months ended February 28, 2026 compared to $22.6 million for the three months ended February 28, 2025, representing an increase of $2.0 million, or 8.8%. This increase in labor and related costs was primarily driven by additional labor costs incurred from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, labor and related costs decreased to 30.7% in the three months ended February 28, 2026 as compared to 34.8% in the three months ended February 28, 2025, primarily due to initiatives relating to operations, such as the reservation system and scheduling, increases in menu prices and improved sales leverage, partially offset by low-single digit wage inflation.

Current wording

Labor and related costs. Labor and related costs were $26.3 million for the three months ended May 31, 2026 compared to $24.5 million for the three months ended May 31, 2025, representing an increase of $1.8 million, or 7.4%. This increase in labor and related costs was primarily driven by additional labor costs incurred from fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, labor and related costs decreased to 30.6% in the three months ended May 31, 2026 as compared to 33.1% in the three months ended May 31, 2025, primarily due to initiatives relating to operations, such as the reservation system and scheduling, and increases in menu prices, partially offset by low-single digit wage inflation.

Previous wording

Occupancy and related expenses. Occupancy and related expenses were $6.5 million for the three months ended February 28, 2026 compared to $5.1 million for the three months ended February 28, 2025, representing an increase of $1.4 million, or 27.8%. The increase was primarily a result of additional lease expense related to the opening of eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, occupancy and related expenses increased to 8.1% in the three months ended February 28, 2026 as compared to 7.9% in the three months ended February 28, 2025, primarily driven by incremental pre-opening lease expenses.

Current wording

Occupancy and related expenses. Occupancy and related expenses were $6.7 million for the three months ended May 31, 2026 compared to $5.5 million for the three months ended May 31, 2025, representing an increase of $1.2 million, or 20.5%. The increase was primarily a result of additional lease expense related to the opening of fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, occupancy and related expenses increased to 7.8% in the three months ended May 31, 2026 as compared to 7.5% in the three months ended May 31, 2025, primarily driven by incremental pre-opening lease expenses.

Previous wording

Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $4.1 million for the three months ended February 28, 2026 compared to $3.3 million for the three months ended February 28, 2025, representing an increase of $0.8 million, or 26.0%. The increase consists of depreciation of property and equipment related to the eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, depreciation and amortization expenses at the restaurant level remained relatively consistent at 5.2% for the three months ended February 28, 2026 and 5.1% in the three months ended February 28, 2025. Depreciation and amortization expenses incurred at the corporate level were $0.1 million, or 0.2% as a percentage of sales, for both the three months ended February 28, 2026 and February 28, 2025.

Current wording

Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $4.2 million for the three months ended May 31, 2026 compared to $3.5 million for the three months ended May 31, 2025, representing an increase of $0.7 million, or 22.8%. The increase consists of depreciation of property and equipment related to the fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, depreciation and amortization expenses at the restaurant level remained relatively consistent at 4.9% for the three months ended May 31, 2026 as compared to 4.7% in the three months ended May 31, 2025. Depreciation and amortization expenses incurred at the corporate level were $0.1 million, or 0.1% as a percentage of sales, for both the three months ended May 31, 2026 and May 31, 2025.

Previous wording

Other costs. Other costs were $11.6 million for the three months ended February 28, 2026 compared to $8.8 million for the three months ended February 28, 2025, representing an increase of $2.8 million, or 32.0%. The increase was primarily driven by an increase in costs related to the eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, other costs increased to 14.5% in the three months ended February 28, 2026 as compared to 13.5% in the three months ended February 28, 2025, primarily driven by higher marketing expenses due to incremental promotional collaborations, as well as utilities.

Current wording

Other costs. Other costs were $12.6 million for the three months ended May 31, 2026 compared to $10.9 million for the three months ended May 31, 2025, representing an increase of $1.7 million, or 15.4%. The increase was primarily driven by an increase in costs related to the fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, other costs remained relatively consistent at 14.6% in the three months ended May 31, 2026 as compared to 14.7% in the three months ended May 31, 2025.

Previous wording

General and administrative expenses. General and administrative expenses were $11.0 million for both the three months ended February 28, 2026 and February 28, 2025. This change was primarily due to the increase in compensation-related costs of $0.7 million and $0.2 million of other net expenses, partially offset by a net decrease in litigation costs of $0.9 million. As a percentage of sales, general and administrative expenses decreased to 13.7% in the three months ended February 28, 2026 as compared to 16.9% in the three months ended February 28, 2025, primarily due to sales leverage of compensation-related and litigation costs.

Current wording

General and administrative expenses. General and administrative expenses were $10.2 million for the three months ended May 31, 2026 compared to $8.7 million for the three months ended May 31, 2025, representing an increase of $1.5 million, or 16.6%. The increase was primarily due to compensation-related costs of $1.1 million, $0.2 million of travel expenses and $0.2 million of other net expenses. As a percentage of sales, general and administrative expenses remained relatively consistent at 11.9% in the three months ended May 31, 2026 as compared to 11.8% in the three months ended May 31, 2025.

Previous wording

Interest income. Interest income was $582 thousand for the three months ended February 28, 2026 compared to $859 thousand for the three months ended February 28, 2025. The decrease was primarily driven by lower interest rates and withdraws for cash operating needs.

Current wording

Interest income. Interest income was $528 thousand for the three months ended May 31, 2026 compared to $812 thousand for the three months ended May 31, 2025. The decrease was primarily driven by lower interest rates and decrease in investments due to withdraws for cash operating needs.

Previous wording

Income tax expense. Income tax expense was $51 thousand for the three months ended February 28, 2026 compared to an income tax expense of $38 thousand for the three months ended February 28, 2025. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.

Current wording

Income tax expense. Income tax expense was $49 thousand for the three months ended May 31, 2026 compared to an income tax expense of $55 thousand for the three months ended May 31, 2025. For further discussion of our income taxes, see “Note 12. Income Taxes” in the Notes to Condensed Financial Statements.

Previous wording

Sales. Sales were $153.5 million for the six months ended February 28, 2026 compared to $129.4 million for the six months ended February 28, 2025, representing an increase of $24.1 million, or 18.6%. The increase in sales was primarily driven by the sales resulting from eleven new restaurants that opened subsequent to February 28, 2025, as well as increases in menu prices during the same period. Comparable restaurant sales increased 3.0%, consisting of traffic of 0.9% and a price/mix of 2.1% for the six months ended February 28, 2026, as compared to the six months ended February 28, 2025.

Current wording

Sales. Sales were $239.4 million for the nine months ended May 31, 2026 compared to $203.3 million for the nine months ended May 31, 2025, representing an increase of $36.1 million, or 17.7%. The increase in sales was primarily driven by the sales resulting from fifteen new restaurants that opened subsequent to May 31, 2025, as well as increases in menu prices during the same period. Comparable restaurant sales increased 1.8%, consisting of negative traffic of 1.3% and a price/mix of 3.1% for the nine months ended May 31, 2026, as compared to the nine months ended May 31, 2025.

Previous wording

Food and beverage costs. Food and beverage costs were $46.3 million for the six months ended February 28, 2026 compared to $37.3 million for the six months ended February 28, 2025, representing an increase of $9.0 million, or 24.0%. The increase in food and beverage costs was primarily driven by costs associated with sales from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, food and beverage costs increased to 30.1% in the six months ended February 28, 2026 as compared to 28.8% in the six months ended February 28, 2025, primarily due to tariffs on imported ingredients, which was partially offset by increases in menu prices.

Current wording

Food and beverage costs. Food and beverage costs were $72.2 million for the nine months ended May 31, 2026 compared to $58.2 million for the nine months ended May 31, 2025, representing an increase of $14.0 million, or 23.9%. The increase in food and beverage costs was primarily driven by costs associated with sales from fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, food and beverage costs increased to 30.1% in the nine months ended May 31, 2026 as compared to 28.6% in the nine months ended May 31, 2025, primarily due to tariffs on imported ingredients, which was partially offset by increases in menu prices.

Previous wording

Labor and related costs. Labor and related costs were $48.5 million for the six months ended February 28, 2026 compared to $43.8 million for the six months ended February 28, 2025, representing an increase of $4.7 million, or 10.6%. This increase in labor and related costs was primarily driven by additional labor costs incurred from eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, labor and related costs decreased to 31.6% in the six months ended February 28, 2026 as compared to 33.9% in the six months ended February 28, 2025. The decrease in cost as a percentage of sales was primarily due to initiatives relating to operations such as the reservation system and scheduling, increases in menu prices and improved sales leverage, partially offset by low-single digit wage inflation.

Current wording

Labor and related costs. Labor and related costs were $74.8 million for the nine months ended May 31, 2026 compared to $68.3 million for the nine months ended May 31, 2025, representing an increase of $6.5 million, or 9.4%. This increase in labor and related costs was primarily driven by additional labor costs incurred from fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, labor and related costs decreased to 31.2% in the nine months ended May 31, 2026 as compared to 33.6% in the nine months ended May 31, 2025. The decrease in cost as a percentage of sales was primarily due to initiatives relating to operations such as the reservation system and scheduling, and increases in menu prices, partially offset by low-single digit wage inflation.

Previous wording

Occupancy and related expenses. Occupancy and related expenses were $12.4 million for the six months ended February 28, 2026 compared to $9.9 million for the six months ended February 28, 2025, representing an increase of $2.5 million, or 25.4%. The increase was primarily a result of additional lease expense related to the opening of eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, occupancy and related expenses increased to 8.1% in the six months ended February 28, 2026, compared to 7.6% in the six months ended February 28, 2025, primarily driven by incremental pre-opening lease expenses.

Current wording

Occupancy and related expenses. Occupancy and related expenses were $19.0 million for the nine months ended May 31, 2026 compared to $15.4 million for the nine months ended May 31, 2025, representing an increase of $3.6 million, or 23.7%. The increase was primarily a result of additional lease expense related to the opening of fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, occupancy and related expenses increased to 8.0% in the nine months ended May 31, 2026, compared to 7.6% in the nine months ended May 31, 2025, primarily driven by incremental pre-opening lease expenses.

Previous wording

Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $8.1 million for the six months ended February 28, 2026 compared to $6.4 million for the six months ended February 28, 2025, representing an increase of $1.7 million, or 27.4%. The increase consists of depreciation of property and equipment related to eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, depreciation and amortization expenses at the restaurant level were 5.3% for the six months ended February 28, 2026 as compared to 4.9% for the six months ended February 28, 2025, primarily due to depreciation associated with restaurant remodel costs. Depreciation and amortization expenses incurred at the corporate level was $0.3 million for the six months ended February 28, 2026 compared to $0.2 million, and as a percentage of sales were both 0.2%.

Current wording

Depreciation and amortization expenses. Depreciation and amortization expenses incurred as part of restaurant operating costs were $12.4 million for the nine months ended May 31, 2026 compared to $9.8 million for the nine months ended May 31, 2025, representing an increase of $2.6 million, or 25.8%. The increase consists of depreciation of property and equipment related to fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, depreciation and amortization expenses at the restaurant level were 5.2% for the nine months ended May 31, 2026 as compared to 4.8% for the nine months ended May 31, 2025, primarily due to depreciation associated with restaurant remodel costs. Depreciation and amortization expenses incurred at the corporate level was $0.4 million for the nine months ended May 31, 2026 compared to $0.2 million, and as a percentage of sales were both 0.2%.

Previous wording

Other costs. Other costs were $23.4 million for the six months ended February 28, 2026 compared to $18.1 million for the six months ended February 28, 2025, representing an increase of $5.3 million, or 29.1%. The increase was primarily driven by an increase in costs related to eleven new restaurants that opened subsequent to February 28, 2025. As a percentage of sales, other costs were 15.2% for the six months ended February 28, 2026 as compared to 14.0% for the six months ended February 28, 2025, primarily driven by higher marketing expense due to incremental promotional collaborations, as well as utilities expense.

Current wording

Other costs. Other costs were $36.0 million for the nine months ended May 31, 2026 compared to $29.0 million for the nine months ended May 31, 2025, representing an increase of $7.0 million, or 23.9%. The increase was primarily driven by an increase in costs related to fifteen new restaurants that opened subsequent to May 31, 2025. As a percentage of sales, other costs were 15.0% for the nine months ended May 31, 2026 as compared to 14.3% for the nine months ended May 31, 2025, primarily driven by higher marketing expense due to incremental promotional collaborations, as well as utilities and repairs and maintenance expense.

Previous wording

General and administrative expenses. General and administrative expenses were $20.5 million for the six months ended February 28, 2026 compared to $19.7 million for the six months ended February 28, 2025, representing an increase of $0.8 million, or 4.1%. This change was primarily due to the increase in compensation-related costs of $0.7 million, professional fees of $0.2 million, travel expenses of $0.2 million and $0.4 million of other net expenses, partially offset by a net decrease in litigation costs of $0.7 million. As a percentage of sales, general and administrative expenses decreased to 13.4% in the six months ended February 28, 2026 from 15.2% in the six months ended February 28, 2025, primarily driven by sales leverage of compensation-related costs and litigation costs.

Current wording

General and administrative expenses. General and administrative expenses were $30.7 million for the nine months ended May 31, 2026 compared to $28.5 million for the nine months ended May 31, 2025, representing an increase of $2.2 million, or 7.9%. The increase was primarily due to compensation-related costs of $1.8 million, travel expenses of $0.5 million, professional fees of $0.2 million and $0.4 million of other net expenses, partially offset by a net decrease in litigation costs of $0.7 million. As a percentage of sales, general and administrative expenses decreased to 12.8% in the nine months ended May 31, 2026 from 14.0% in the nine months ended May 31, 2025, primarily driven by sales leverage of compensation-related costs and litigation costs.

Previous wording

Interest income. Interest income was $1.3 million for the six months ended February 28, 2026 compared to $1.4 million for the six months ended February 28, 2025. The decrease was primarily driven by lower interest rates and withdraws for cash operating needs.

Current wording

Interest income. Interest income was $1.8 million for the nine months ended May 31, 2026 compared to $2.2 million for the nine months ended May 31, 2025. The decrease was primarily driven by lower interest rates and decrease in investments due to withdraws for cash operating needs.

Previous wording

Income tax expense. Income tax expense was $87 thousand for the six months ended February 28, 2026 compared to $77 thousand for the six months ended February 28, 2025. For further discussion of our income taxes, see “Note 9. Income Taxes” in the Notes to Condensed Financial Statements.

Current wording

Income tax expense. Income tax expense was $136 thousand for the nine months ended May 31, 2026 compared to $132 thousand for the nine months ended May 31, 2025. For further discussion of our income taxes, see “Note 12. Income Taxes” in the Notes to Condensed Financial Statements.

Previous wording

We believe that the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware when evaluating EBITDA, Adjusted EBITDA and Adjusted EBITDA margin that in the future we may incur expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA and Adjusted EBITDA margin in the same fashion.

Current wording

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin that in the future we may incur expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate Adjusted EBITDA and Adjusted EBITDA margin in the same fashion.

Previous wording

The following table reconciles net loss to EBITDA and Adjusted EBITDA:

Current wording

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA:

Previous wording

Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in labor and related costs and of corporate-level stock-based compensation included in general and administrative expenses in the condensed statements of operations and comprehensive loss. For further details of stock-based compensation, see “Note 5. Stock-based Compensation” in the notes to condensed financial statements included in this Quarterly Report on Form 10-Q.

Current wording

Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in labor and related costs and of corporate-level stock-based compensation included in general and administrative expenses in the condensed statements of operations and comprehensive income (loss). For further details of stock-based compensation, see “Note 10. Stock-based Compensation” in the notes to condensed financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in labor and related costs and of corporate-level stock-based compensation included in general and administrative expenses in the condensed statements of operations and comprehensive loss. For further details of stock-based compensation, see “Note 5. Stock-based Compensation” in the notes to condensed financial statements included in this Quarterly Report on Form 10-Q.

Current wording

Stock-based compensation expense includes non-cash stock-based compensation, which is comprised of restaurant-level stock-based compensation included in labor and related costs and of corporate-level stock-based compensation included in general and administrative expenses in the condensed statements of operations and comprehensive income (loss). For further details of stock-based compensation, see “Note 10. Stock-based Compensation” in the notes to condensed financial statements included in this Quarterly Report on Form 10-Q.

Previous wording

During the six months ended February 28, 2026, we had no borrowings under the Revolving Credit Agreement and have $45.0 million of availability remaining. As of February 28, 2026, we did not have any material off-balance sheet arrangements.

Current wording

During the nine months ended May 31, 2026, we had no borrowings under the Revolving Credit Agreement and have $45.0 million of availability remaining. As of May 31, 2026, we did not have any material off-balance sheet arrangements.

Previous wording

Net cash provided by operating activities during the six months ended February 28, 2026 was $8.1 million, primarily due to a net loss of $4.8 million, non-cash charges of $8.4 million for depreciation and amortization, $2.3 million for stock-based compensation, and net cash outflows of $2.1 million from changes in operating assets and liabilities.

Current wording

Net cash provided by operating activities during the nine months ended May 31, 2026 was $18.4 million, primarily due to a net loss of $4.3 million, non-cash charges of $12.7 million for depreciation and amortization, $3.5 million for stock-based compensation, and net cash outflows of $6.3 million from changes in operating assets and liabilities.

Previous wording

Net cash provided by operating activities during the six months ended February 28, 2025 was $8.6 million, primarily due to a net loss of $4.7 million, non-cash charges of $6.6 million for depreciation and amortization, $2.2 million for stock-based compensation, and net cash outflows of $4.4 million from changes in operating assets and liabilities.

Current wording

Net cash provided by operating activities during the nine months ended May 31, 2025 was $15.3 million, primarily due to a net loss of $4.2 million, non-cash charges of $10.2 million for depreciation and amortization, $3.5 million for stock-based compensation, and net cash outflows of $5.6 million from changes in operating assets and liabilities.

Previous wording

Net cash used in investing activities during the six months ended February 28, 2026 was $29.1 million, primarily due to $33.7 million in purchases of investments and $29.3 million in purchases of property and equipment and $1.0 million in purchases of liquor licenses offset by $35.0 million in maturities and redemptions of investments. The increase in purchases of property and equipment in the six months ended February 28, 2026 is primarily related to capital expenditures for the construction of future restaurant openings, maintaining our existing restaurants, renovations and other projects.

Current wording

Net cash used in investing activities during the nine months ended May 31, 2026 was $42.0 million, primarily due to $43.3 million in purchases of property and equipment, $35.3 million in purchases of investments and $1.0 million in purchases of liquor licenses offset by $37.9 million in maturities and redemptions of investments. The increase in purchases of property and equipment in the nine months ended May 31, 2026 is primarily related to capital expenditures for the construction of future restaurant openings, maintaining our existing restaurants, renovations and other projects.

Previous wording

Net cash used in investing activities during the six months ended February 28, 2025 was $39.4 million, primarily due to $25.3 million in purchases of long-term investments, $23.1 million in purchases of property and equipment and $0.9 million in purchases of liquor licenses offset by $10.0 million of redemptions of long-term investments. The increase in purchases of property and equipment in the six months ended February 28, 2025 is primarily related to capital expenditures for future restaurant openings, maintaining our existing restaurants and other projects.

Current wording

Net cash used in investing activities during the nine months ended May 31, 2025 was $84.2 million, primarily due to $70.2 million in purchases of investments, $36.7 million in purchases of property and equipment and $1.0 million in purchases of liquor licenses offset by $24.0 million in redemptions of long-term investments. The increase in purchases of property and equipment in the nine months ended May 31, 2025 is primarily related to capital expenditures for current and future restaurant openings, maintaining our existing restaurants and other projects.

Previous wording

Net cash provided by financing activities during the six months ended February 28, 2026 was $73 thousand and is primarily due to $474 thousand of proceeds from exercise of stock options offset by $361 thousand in taxes paid on vested RSUs and $40 thousand in repayment of principal on finance leases.

Current wording

Net cash provided by financing activities during the nine months ended May 31, 2026 was $0.4 million and is primarily due to $0.9 million of proceeds from exercise of stock options offset by $0.4 million in taxes paid on vested RSUs.

Previous wording

Net cash provided by financing activities during the six months ended February 28, 2025 was $65.0 million and is primarily due to aggregate net proceeds from the issuance of stock of $64.4 million after deducting the underwriting discounts and commissions and offering expenses, $0.9 million of proceeds from exercise of stock options offset by $0.3 million in taxes paid on vested RSUs.

Current wording

Net cash provided by financing activities during the nine months ended May 31, 2025 was $65.0 million and is primarily due to aggregate net proceeds from the issuance of stock of $64.4 million after deducting the underwriting discounts and commissions and offering expenses, $0.9 million of proceeds from exercise of stock options offset by $0.3 million in taxes paid on vested RSUs.

Previous wording

As of February 28, 2026, we had $19.3 million in contractual obligations which consisted of $12.4 million in purchase commitments for food related to restaurant operations and $6.9 million related to the construction of new restaurants. All contractual obligations are expected to be paid during the next 12 months utilizing cash and cash equivalents on hand and provided by operating activities. For operating lease obligations, see “Note 3. Leases” in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.

Current wording

As of May 31, 2026, we had $18.8 million in contractual obligations which consisted of $13.0 million in purchase commitments for food related to restaurant operations and $5.8 million related to the construction of new restaurants. All contractual obligations are expected to be paid during the next 12 months utilizing cash and cash equivalents on hand and provided by operating activities. For operating lease obligations, see “Note 3. Leases” in the Notes to Condensed Financial Statements included in this Quarterly Report on Form 10-Q.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

We believe that the use of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware when evaluating