6-K
LOGPROSTYLE INC. (LGPS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-42473
LOGPROSTYLEINC.
3-6-23 Kitaaoyama
Minato-ku, Tokyo 107-0061, 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 ☐
On July 7, 2025, LogProstyle, Inc. (the “Company”) issued a press release announcing that all matters presented at its Annual General Meeting of Shareholders (the “AGM”) held on June 30, 2025 were approved, and that in particular, the shareholders approved establishment of a performance share plan. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On July 7, 2025, the Company also issued a press release announcing shareholder approval at the AGM of the distribution of a cash dividend of USD $0.023 per share, or USD $543,454 in aggregate. The cash dividend is payable on August 5, 2025, to the Company’s holders of record at the close of business on July 7, 2025, with the ex-dividend date of the same day. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Also on July 7, 2025, the Company issued a press release announcing that its Board of Directors approved a Share Repurchase Program (the “Repurchase Program”), in the maximum amount and class of shares to be acquired of up to 1,086,910 common shares. The maximum aggregate purchase price of the shares within the Repurchase Program is USD $543,455, to be executed between July 1, 2025 and June 30, 2026 through open market acquisition of shares on the NYSE American. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
EXHIBITINDEX
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.
| LOGPROSTYLE INC. | ||
|---|---|---|
| Date:<br> July 7, 2025 | By: | /s/ Yasuyuki Nozawa |
| Yasuyuki<br> Nozawa | ||
| Chief<br> Executive Officer, President, and Representative Director |
Exhibit99.1
LogProstyleInc.
Aoyama Building 13th floor, 1-2-3 Kita-Aoyama,
Minato-ku, Tokyo, 107-0061, Japan
https://www.logprostyle.co.jp/
LogProstyleInc. Announces Approval of Performance Share Plan at the 2025 Annual General Meeting of Shareholders
July 7, 2025
LogProstyle Inc. (NYSE American: LGPS) (the “Company” or “LogProstyle”), headquartered in Minato-ku, Tokyo, Japan, announced today that all matters presented at its Annual General Meeting of Shareholders (“AGM”) held on June 30, 2025 were approved. A total of 18,724,644 shares were represented at the AGM, in person or by proxy, indicating 79.17% participation of shareholders eligible to vote.
In particular, the shareholders approved:
Establishmentof a Performance Share Plan
Shareholders approved the establishment of a Performance Share Plan (the “Plan”) with post-vetting delivery and related remuneration for directors (excluding independent directors), executive officers, and directors of subsidiaries. The total amount of monetary claims and cash to be granted under the Plan to the Eligible Directors for each Performance Evaluation Period shall not exceed JPY 200 million (excluding salaries for Directors who also serve as employees), and the total number of Company Shares to be delivered shall not exceed 500,000 shares per Performance Evaluation Period. The Achievement Rate of Performance Targets is based on performance indicators (financial and/or non-financial) reflective of the Group’s profitability and management policies, as determined by resolution of the Company’s Board of Directors in advance. The approval of the Plan is indicative of the Company’s priority of aligning management incentives with shareholders.
Shareholders also approved:
| ● | Non-Consolidated Financial Statements for the 8th Fiscal Year (April 1, 2024 to March 31, 2025); |
|---|---|
| ● | Amendments to the Articles of Incorporation; |
| ● | Election of Ten (10) Directors |
| ● | Election of KSM & Partners Audit Corporation as its Accounting Auditor; and |
| ● | Approval of a dividend in the amount of USD 0.023 per share, or USD 543 thousand, in total, payable on August 5, 2025, to the Company’s holders of record at the close of business on July 7, 2025. |
The full vote results will be filed in a report with the Securities and Exchange Commission and posted on the Investor Relations section on the Company’s website.
Forward-LookingStatements Disclaimer:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions, changes in market conditions, the Company’s ability to execute its strategic initiatives, and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on July 7, 2025. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law. Any references to our website have been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.
AboutLogProstyle Inc.
LogProstyle Inc. is involved in a wide range of businesses, including real estate development, hotel management, and restaurant management. With the slogan “redefine life style,” the Company is working on various projects with the aim of illustrating an innovative and sustainable lifestyle. LogProstyle is the first unlisted Japanese company to list its Japanese common shares directly on a major United States stock exchange rather than through American Depositary Receipts (ADRs).
Contacts
LogProstyle Inc., Investor Relations, ir@logprostyle.co.jp
Hayden IR, Corbin Woodhull, corbin@haydenir.com
Exhibit99.2
LogProstyleInc.
Aoyama Building 13th floor, 1-2-3 Kita-Aoyama,
Minato-ku, Tokyo, 107-0061, Japan
https://www.logprostyle.co.jp/
LogProstyleInc. Announces Approval of Cash Dividend at the 2025 Annual General Meeting of Shareholders
CashDividend of USD $543 Thousand, or USD $0.023 Per Share
July 7, 2025
LogProstyle Inc. (NYSE American: LGPS) (the “Company” or “LogProstyle”), headquartered in Minato-ku, Tokyo, Japan, announced today that all matters presented at its Annual General Meeting of Shareholders (“AGM”) held on June 30, 2025 were approved. A total of 18,724,644 shares were represented at the AGM, in person or by proxy, indicating 79.17% participation of shareholders eligible to vote.
In particular, the shareholders approved:
Distributionof Cash Dividend
Shareholders approved the distribution of a cash dividend of USD $0.023 per share, or USD $543,454 in aggregate. The cash dividend is payable on August 5, 2025, to LogProstyle’s holders of record at the close of business on July 7, 2025, with the ex-dividend date of the same day. The approval of the dividend underscores the Company’s ongoing commitment to disciplined capital allocation and continuous focus on delivering long-term sustainable growth.
Shareholders also approved:
| ● | Non-Consolidated Financial Statements for the 8th Fiscal Year (April 1, 2024 to March 31, 2025); |
|---|---|
| ● | Amendments to the Articles of Incorporation; |
| ● | Election of Ten (10) Directors; |
| ● | Election of KSM & Partners Audit Corporation as its Accounting Auditor; and |
| ● | Establishment of a Performance Share Plan with Post-Vesting Delivery and Approval of Remuneration Thereunder for Directors (excluding Independent Directors), Executive Officers, and Directors of Subsidiaries |
The full vote results will be filed in a report with the Securities and Exchange Commission and posted on the Investor Relations section on the Company’s website.
Forward-LookingStatements Disclaimer:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions, changes in market conditions, the Company’s ability to execute its strategic initiatives, and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on July 7, 2025. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law. Any references to our website have been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.
AboutLogProstyle Inc.
LogProstyle Inc. is involved in a wide range of businesses, including real estate development, hotel management, and restaurant management. With the slogan “redefine life style,” the Company is working on various projects with the aim of illustrating an innovative and sustainable lifestyle. LogProstyle is the first unlisted Japanese company to list its Japanese common shares directly on a major United States stock exchange rather than through American Depositary Receipts (ADRs).
Contacts
LogProstyle Inc., Investor Relations, ir@logprostyle.co.jp
Hayden IR, Corbin Woodhull, corbin@haydenir.com
Exhibit99.3
LogProstyleInc.
Aoyama Building 13th floor, 1-2-3 Kita-Aoyama,
Minato-ku, Tokyo, 107-0061, Japan
https://www.logprostyle.co.jp/
LogProstyleInc. Announces Approval of Share Repurchase Program by the Board of Directors
ShareRepurchase Authorization of USD $543 Thousand
July 7, 2025
LogProstyle Inc. (NYSE American: LGPS) (the “Company” or “LogProstyle”), headquartered in Minato-ku, Tokyo, Japan, announced today that the Board of Directors approved the proposed Share Repurchase Program (the “Repurchase Program”), in the maximum amount and class of shares to be acquired of up to 1,086,910 common shares. The maximum aggregate purchase price of the shares within the Repurchase Program is USD $543,455, to be executed between July 1, 2025 and June 30, 2026 through open market acquisition of shares on the NYSE American. The approval of the Repurchase Program reflects the Company’s commitment to disciplined capital allocation and priority of returning value to shareholders.
Forward-LookingStatements Disclaimer:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions, changes in market conditions, the Company’s ability to execute its strategic initiatives, and other factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including the risks detailed in the Company’s annual report on Form 20-F filed with the SEC on July 7, 2025. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable law. Any references to our website have been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release.
AboutLogProstyle Inc.
LogProstyle Inc. is involved in a wide range of businesses, including real estate development, hotel management, and restaurant management. With the slogan “redefine life style,” the Company is working on various projects with the aim of illustrating an innovative and sustainable lifestyle. LogProstyle is the first unlisted Japanese company to list its Japanese common shares directly on a major United States stock exchange rather than through American Depositary Receipts (ADRs).
Contacts
LogProstyle Inc., Investor Relations, ir@logprostyle.co.jp
Hayden IR, Corbin Woodhull, corbin@haydenir.com