[6-K] MEDIROM Healthcare Technologies Inc. American Depositary Share Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 26 June 2025, MEDIROM Healthcare Technologies Inc. (NASDAQ: MRM) disclosed via Form 6-K that its Board approved a new allotment of stock options under the 2024 Equity Incentive Compensation Plan. The options will be formally granted around 18 July 2025 at an issue price of ¥2 per option and an exercise price of US$1.74 per share, or the ADS closing price on the allotment date if higher. The exercise window runs from 18 July 2026 through 17 July 2030.

The awards are performance-linked. Holders may exercise only if, during any fiscal year 2026-2028, adjusted consolidated revenue—excluding Digital Preventative Healthcare and sales of directly-owned salons—exceeds JPY 10 billion, a level that is approximately 69 % above FY-2024. Additionally, recipients must remain in service; post-termination exercises are limited to 12 months unless departure is for just cause such as retirement or tenure expiry.

Total options approved for allotment comprise 207,000 for 14 directors/statutory auditors, 87,000 for 16 employees, and 106,000 for seven external collaborators. The instruments include customary forfeiture provisions and anti-dilution adjustments for stock splits.

No immediate financial impact is recorded, but the plan aligns management incentives with aggressive topline growth targets while introducing potential future dilution should the hurdles be met.

Positive

• Performance-based vesting requires a JPY 10 billion revenue target, aligning management rewards with shareholder value creation.
• Strike price floor set at the higher of US$1.74 or the allotment-date ADS close, limiting below-market option pricing.
• Service-condition safeguards and 12-month post-exit window reduce risk of windfall gains.

Negative

• Potential dilution from up to 400,000 new options once hurdles are met; actual impact depends on shares outstanding.
• Ambitious 69 % revenue increase may be difficult to achieve, possibly limiting motivational effectiveness if deemed unattainable.

Insights

Financial Analyst

TL;DR – Incentive neutral now; value crystallises only if 69 % revenue jump achieved.

The programme adds up to roughly 400 k options, but exercisability is contingent on clearing a JPY 10 billion adjusted-revenue hurdle within FY-2026-28. That requirement equates to about 69 % growth from FY-2024, making dilution unlikely unless management delivers substantial expansion. The strike price (US$1.74 or higher) limits windfall gains should the ADS appreciate before grant. Because no expense or share issuance occurs today, the announcement is largely capital-structure neutral in the short term, with potential upside for shareholders if the growth target is met.

Corporate Governance Expert

TL;DR – Performance-based design strengthens alignment; hurdle lowers unearned payoff risk.

The Board’s decision to tie option vesting to a clearly defined, externally verifiable revenue milestone represents good governance practice. Mandatory continued service, 12-month post-termination limits, and standard forfeiture clauses help curb opportunistic behaviour. Although potential dilution exists, the combination of service and performance conditions makes the compensation package proportionate and shareholder-friendly.

​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549​FORM 6-K​REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934​For the month of June, 2025​Commission File Number 001-39809​MEDIROM HEALTHCARE TECHNOLOGIES INC.(Translation of registrant’s name into English)​2-3-1 Daiba, Minato-kuTokyo 135-0091, Japan(Address of Principal Executive Offices)​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​​​​

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INFORMATION CONTAINED IN THIS FORM 6-K REPORTApproval of Allotment of Stock OptionsOn June 26, 2025, the board of directors (the “Board”) of MEDIROM Healthcare Technologies Inc. (the “Company”) approved the issuance of certain stock options of the Company (the “Stock Options”) under the Company’s 2024 Equity Incentive Compensation Plan (the “Plan”). The Stock Options are exercisable only upon the achievement of certain performance criteria and the satisfaction of certain other conditions, which are described in more detail below. Subject to the satisfaction of these conditions, each Stock Option will be exercisable for one share of the Company’s common stock (“Common Stock”).The recipients of the Stock Options are expected to enter into stock option allotment agreements, in the form approved by the Board, on or around July 7, 2025. Subject to the execution of these agreements, the Stock Options are expected to be granted on or around July 18, 2025.The principal terms of the Stock Options as approved by the Board are as follows:(1)

Issue price per Stock Option: ¥2

(2)

Exercise price per share of Common Stock: $1.74; provided, that if this exercise price is lower than the closing price of the Company’s American Depositary Shares on Nasdaq on the allotment date of the Stock Options (the “Allotment Date Closing Price”), then the Allotment Date Closing Price shall instead be the exercise price.

(3)

Allotment date: July 18, 2025

(4)

Exercise period: July 18, 2026 to July 17, 2030

(5)

Conditions for exercise:

(i)

The holders may exercise their Stock Options if, in any fiscal year from the fiscal year ending December 31, 2026 through the fiscal year ending December 31, 2028, the adjusted consolidated revenues of the Company (“Adjusted Consolidated Revenues”), calculated by deducting (A) revenue from Digital Preventative Healthcare and (B) revenue from Sales of Directly-Owned Salons from the consolidated total revenues stated in the Company’s audited consolidated financial statements, exceeds JPY10 billion at least once. For the purpose of this item (i), “Digital Preventative Healthcare” means the segment labelled “Digital Preventative Healthcare” in the segment information and revenue stream table contained in the Company’s audited consolidated financial statements and the notes thereto and “Sales of Directly-Owned Salons” means the line item labelled “sale of directly-owned salons” in the same segment information and revenue stream table.

(ii)

At the time of exercise, the holder shall still be a director, statutory auditor or employee of the Company or a direct or indirect parent or subsidiary of the Company, or an external collaborator engaged by one (or more) of them, and if the holder loses any of these positions, the Stock Option may be exercised only within twelve (12) months from the date of such termination; provided, however, that this requirement shall not apply where the Board determines that holder’s leave is due to expiration of tenure, mandatory retirement age or other just cause.

In order to satisfy the condition for exercise set forth in clause 5(i) above, the Company’s Adjusted Consolidated Revenues would need to increase by approximately 69% from the amount recorded during the fiscal year ended December 31, 2024.The Stock Options are subject to forfeiture upon the occurrence of certain conditions such as dismissal of the holder for cause. In addition, the Stock Options are subject to customary adjustments upon a stock split or reverse stock split to preserve the economic intent of the Stock Options.

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The Stock Options are expected to be allotted as follows:

(1) 207,000 Stock Options to directors and statutory auditors of the Company and its affiliates, totaling 14 individuals;

(2) 87,000 Stock Options to employees of the Company and its affiliates, totaling 16 individuals; and

(3) 106,000 Stock Options to external collaborators of the Company and its affiliates, totaling 7 individuals.

Cautionary Statement Regarding Forward-Looking StatementsThis report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties related to the risks set forth under “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on April 29, 2025 and in the Company’s other filings with the SEC. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.The information furnished in this report on Form 6-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent specifically provided in such a filing.​

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SIGNATURESPursuant 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.

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Date: June 30, 2025	MEDIROM HEALTHCARE TECHNOLOGIES INC.
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​	By:	/s/ Fumitoshi Fujiwara
​	​	Name: Fumitoshi Fujiwara
​	​	Title: Chief Financial Officer

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FAQ

What is the exercise price of MEDIROM (MRM) 2025 stock options?

US$1.74 per share or the Nasdaq ADS closing price on 18 July 2025, whichever is higher.

When can the new MRM stock options be exercised?

Between 18 July 2026 and 17 July 2030, subject to performance and service conditions.

What performance metric must be met for the options to vest?

Adjusted consolidated revenue must exceed JPY 10 billion in any fiscal year 2026-2028.

How much revenue growth does the JPY 10 billion target represent?

Approximately a 69 % increase over the FY-2024 adjusted consolidated revenue.

How many stock options are being allotted and to whom?

207k to directors/auditors, 87k to employees, and 106k to external collaborators.

What is the issue price per option?

Each option is issued at ¥2.