Kufu boosts Medirom (MRM) stake with JPY 275M convertible bonds

Rhea-AI Filing Summary

Kufu Company Holdings, Inc. filed an amended ownership report on Medirom Healthcare Technologies Inc., showing beneficial ownership of 833,333 common shares, or 9.44% of the company on an as-converted basis. These shares are issuable upon conversion of unsecured convertible-type corporate bonds.

On December 31, 2025, Kufu purchased Medirom’s Fourth Unsecured Convertible-Type Corporate Bonds with share options for an aggregate JPY 275,000,000, funded with cash on hand. The bonds bear 5.0% annual interest until the June 30, 2026 maturity date, with a possible extension to December 25, 2026, and are convertible at JPY 330 per common share.

The filing explains that part of the new bonds refinanced JPY 275,000,000 of principal from earlier convertible bonds issued in 2022 that matured on December 31, 2025. Kufu states it holds the investment for general investment purposes and may reassess its position based on Medirom’s performance and market conditions.

Key Figures

Beneficial ownership: 833,333 shares Ownership percentage: 9.44% Outstanding shares: 7,994,451 shares +5 more

8 metrics

Beneficial ownership 833,333 shares Common shares issuable upon bond conversion

Ownership percentage 9.44% Percent of class on as-converted basis

Outstanding shares 7,994,451 shares Common shares outstanding for ownership calculation

New bond principal JPY 275,000,000 Fourth Unsecured Convertible-Type Corporate Bonds

Conversion price JPY 330/share Price per common share under bond conversion

Coupon rate 5.0% per annum Interest on bonds until June 30, 2026 maturity

Delinquency interest 14.6% per annum Rate on overdue interest payments under indenture

Refinanced principal JPY 275,000,000 Portion of 2022 bonds refinanced into new bonds

Key Terms

unsecured convertible-type corporate bonds with share options, American depositary shares, beneficially owned, Indenture, +2 more

6 terms

unsecured convertible-type corporate bonds with share options financial

"Agreement regarding Payment for the 4th Unsecured Convertible-Type Corporate Bonds with Share Options of Healthcare Technologies Inc."

American depositary shares financial

"American depositary shares, each representing one common share, no par value"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

beneficially owned financial

"833,333 common shares issuable upon conversion of the convertible bonds held by Kufu Company Holdings, Inc., which are deemed to be outstanding and to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Indenture financial

"under the Terms of Fourth Unsecured Convertible-Type Corporate Bonds with Share Options (the "Indenture") pursuant to the Companies Act of Japan"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Maturity Date financial

"from the day immediately following the issue date until June 30, 2026 (the "Maturity Date")"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

delinquency interest financial

"the Company shall be liable for delinquency interest on such overdue interest at 14.6% per annum"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Medirom Healthcare Technologies Inc.

(Name of Issuer)

American depositary shares, each representing one common share, no par value

(Title of Class of Securities)

58510H103

(CUSIP Number)

Jun Kanma
c/o Kufu Company Holdings, Inc., Mita Ko, 1-4-28 Mita Minato-ku
Tokyo, M0, 108-0073
(813)6435-1687

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 58510H103

1

Name of reporting person

Kufu Company Holdings, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JAPAN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 833,333.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 833,333.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

833,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.44 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1. Represents 833,333 Common Shares issuable upon conversion of the convertible bonds held by Kufu Company Holdings, Inc. Following conversion, such Common Shares may be exchanged into American Depository Shares at any time by the holder pursuant to the Deposit Agreement among MEDIROM Healthcare Technologies Inc., The Bank Of New York Mellon, and holders of the American Depositary Receipts. 2. This percentage is based on 7,994,451 common shares outstanding and 833,333 common shares issuable upon conversion of the convertible bonds held by Kufu Company Holdings, Inc., which are deemed to be outstanding and to be beneficially owned by the person holding the convertible bonds for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The number of outstanding common shares is based on the Issuer's Form 6-K filed by the issuer with the Securities and Exchange Commission on January 21, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: American depositary shares, each representing one common share, no par value
(b)	Name of Issuer: Medirom Healthcare Technologies Inc.
(c)	Address of Issuer's Principal Executive Offices: 16F Tradepia Odaiba, 2-3-1 Daiba, Minato-ku, Tokyo, JAPAN , 135-0091.
Item 1 Comment: SCHEDULE 13D - EXPLANATORY NOTE This Amendment No.2 (this "Amendment No.2") to statement on Schedule 13D, which was initially filed on January 6, 2023 and amended on May 30, 2025 (as amended, the "Schedule 13D"), relates to the American depositary shares ("ADSs") of MEDIROM Healthcare Technologies Inc., a joint stock corporation with limited liability organized under the laws of Japan (the "Issuer"), whose principal executive offices are located at 16F Tradepia Odaiba, 2-3-1 Daiba, Minato-ku, Tokyo 135-0091. Each ADS represents one common share, no par value, of the Issuer (the "Common Shares"). This Amendment No. 2 amends and supplements the Schedule 13D to account for the increase in the total number of outstanding Common Shares of the Issuer resulting from the acquisition by the Reporting Person of new convertible bonds issued by the Issuer on December 31, 2025. Except as provided herein, this Schedule 13D does not modify any of the information previously reported on the Schedule 13D. The initial Schedule 13D was filed under the name Kufu Company, Inc.
Item 2.	Identity and Background
(a)	Kufu Company Holdings, Inc.
(b)	Mita Kokusai Bldg. 23F, 1-4-28 Mita, Minato-ku, Tokyo 108-0073 Japan
(c)	Kufu Company Holdings, Inc. (or, the "Reporting Person") is a joint stock corporation with limited liability organized under the laws of Japan. The Reporting Person principally engages in group strategic decisions, group administrative operations, entrepreneurs, startups and management candidates supports, and various investment activities.
(d)	The Reporting Person has not during the last five years, been convicted in a criminal proceeding of the type specified in Item 2(d) of Schedule 13D.
(e)	The Reporting Person has not during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is amended and restated in its entirety as follows as of the date of this Amendment: On December 31, 2025, the Reporting Person entered into an Agreement regarding Payment for the 4th Unsecured Convertible-Type Corporate Bonds with Share Options of MEDIROM Healthcare Technologies Inc. (the "Purchase Agreement") with the Issuer. Pursuant to the Purchase Agreement, for an aggregate purchase price of JPY 275,000,000, the Reporting Person purchased from the Issuer (the "Transaction") unsecured convertible-type corporate bonds with stock acquisition rights (the "Convertible Bonds"). The source of funds for the Transaction was cash on hand available to the Reporting Person.
Item 4.	Purpose of Transaction
	Item 4 is amended and restated in its entirety as follows as of the date of this Amendment: On December 31, 2025, upon approval from the Board of Directors of MEDIROM Healthcare Technologies Inc. (the "Company") and effective upon the delivery of a notice of acceptance from the Company, the Reporting Person subscribed to purchase the Company's Fourth Unsecured Convertible-Type Corporate Bonds with Share Options in an aggregate principal amount of JPY 275,000,000 (the "Bonds"). The Bonds were issued in denominations of JPY 25,000,000. The sale of the Bonds closed on December 31, 2025 (the "Closing Date"), on which date the Bonds were issued to the Reporting Person under the Terms of Fourth Unsecured Convertible-Type Corporate Bonds with Share Options (the "Indenture") pursuant to the Companies Act of Japan. In December 2022, the Company issued corporate convertible bonds in the aggregate amount of JPY 500,000,000 to the Reporting Person (the "1st Bonds"). The 1st Bonds matured on December 31, 2025. In lieu of cash, the Reporting Person refinanced JPY 275,000,000 of principal due under the 1st Bonds in exchange for the Bonds. Under the Indenture, the Bonds are unsecured, accrue interest at a rate of 5.0% per annum from the day immediately following the issue date until June 30, 2026 (the "Maturity Date"). Interest related to shares being converted is payable no later than ten business days following the conversion date. Upon any failure by the Company to pay interest when due, the Company shall be liable for delinquency interest on such overdue interest at 14.6% per annum. Interest is payable on the Maturity Date, unless earlier converted. Pursuant to the Indenture, the Company shall repay the total amount of the principal on the Maturity Date. The Company may extend the Maturity Date to December 25, 2026, by notifying the Reporting Person in writing or by electronic mail prior to the Maturity Date. If the Maturity Date is extended, remaining interest will be payable on June 30, 2026, and December 25, 2026. At any time between the issuance date and June 29, 2026 (or December 24, 2026, if the Maturity Date of the Bonds is extended), the Reporting Person may convert each Bond at its option, in whole but not in part, into common shares, no par value, of the Company. The conversion price is JPY 330 per common share, subject to customary adjustments upon the occurrence of certain events. The Company, acting with the agreement of the Reporting Person, may repurchase and cancel the Bonds prior to the Maturity Date. Under the Indenture, the Reporting Person may not transfer the Bonds without the consent of the Company's board of directors. Upon the occurrence of certain conditions, the Reporting Person may demand immediate repayment of the Bonds under the Indenture. These conditions include, among others, the Company's failure to timely pay interest; certain other default events regarding other indebtedness incurred or guaranteed by the Company; the Company resolving to commence bankruptcy, civil rehabilitation, or similar proceedings, or receiving an order to commence such proceedings; or an asset essential to the Company's business operations becoming subject to compulsory execution or provisional attachment, or the occurrence of other circumstances which significantly damage the creditworthiness of the Company. . General The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intends to review its investment in the Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on the cover page of this Schedule 13D and in the footnotes thereto is incorporated herein by reference.
(b)	The information contained in rows 7, 8, 9, 10, 11, 12 and 13 on the cover page of this Schedule 13D and in the footnotes thereto is incorporated herein by reference.
(c)	The information in Items 3 and 4 of this Schedule 13D is incorporated herein by reference. The Reporting Person has not engaged in any transaction in ADSs in the 60 days prior to the filing of this Schedule 13D other than as described in Items 3 and 4.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 above summarizes certain provisions of the Purchase Agreement and the Indenture and is incorporated herein by reference. Except as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Agreement regarding Payment for the 4th Unsecured Convertible-Type Corporate Bonds with Share Options of MEDIROM Healthcare Technologies Inc. (incorporated by reference to Exhibit 4.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on February 4, 2026). Exhibit 99.2 Indenture relating to the Bonds [English Translation] (incorporated by reference to Exhibit 4.1 to the Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the SEC on February 4, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kufu Company Holdings, Inc.

Signature:	/s/ Jun Kanma
Name/Title:	Jun Kanma/Director
Date:	03/30/2026

FAQ

What ownership stake in Medirom (MRM) does Kufu Company Holdings report?

Kufu Company Holdings reports beneficial ownership of 833,333 Medirom common shares, representing 9.44% of the class on an as-converted basis. This percentage is calculated against 7,994,451 common shares outstanding plus the 833,333 shares issuable upon conversion of Kufu’s convertible bonds.

What securities did Kufu Company Holdings buy from Medirom (MRM)?

Kufu Company Holdings purchased Medirom’s Fourth Unsecured Convertible-Type Corporate Bonds with Share Options with an aggregate principal amount of JPY 275,000,000. These bonds are unsecured, bear interest, and can be converted into common shares at a fixed JPY 330 conversion price, subject to customary adjustments.

What are the key terms of Kufu’s new Medirom (MRM) convertible bonds?

The bonds carry 5.0% annual interest from the day after issuance until the June 30, 2026 maturity date, with possible extension to December 25, 2026. They are convertible at JPY 330 per share, and overdue interest accrues delinquency interest at 14.6% per annum under specified default conditions.

How did the December 31, 2025 transaction affect Kufu’s prior Medirom (MRM) bonds?

Medirom previously issued JPY 500,000,000 of convertible bonds to Kufu in December 2022, maturing December 31, 2025. On that date, Kufu refinanced JPY 275,000,000 of principal from the prior bonds by exchanging it for the new Fourth Unsecured Convertible-Type Corporate Bonds with Share Options.

When can Kufu convert its Medirom (MRM) bonds into shares?

Under the indenture, Kufu may convert each bond, in whole but not in part, into Medirom common shares any time from issuance until June 29, 2026, or until December 24, 2026 if the maturity date is extended. The bonds convert at a fixed JPY 330 per share conversion price.

How many Medirom (MRM) shares are outstanding for the ownership calculation?

The filing states that Medirom has 7,994,451 common shares outstanding. For Kufu’s 9.44% stake calculation, this figure is combined with 833,333 common shares issuable upon conversion of its bonds, which are deemed outstanding solely for computing Kufu’s beneficial ownership percentage.