Medirom (NASDAQ: MRM) major holder gets revenue-tied options, gifts 80K shares

Rhea-AI Filing Summary

Medirom Healthcare Technologies Inc. (MRM) has an updated ownership report from major shareholder Kouji Eguchi and affiliated entity COZY LLC. Eguchi now beneficially owns 2,031,558 common shares, including options exercisable within 60 days and shares held through COZY, representing 25.11% of the assumed outstanding common shares.

This amendment reflects two key changes: Eguchi received a grant of 36,500 stock options on July 18, 2025 at an exercise price of $1.74, exercisable from July 18, 2026 to July 17, 2030 subject to revenue targets; and on August 27, 2026 he transferred 79,945 common shares to an unrelated third party for no consideration. COZY LLC alone beneficially owns 47,543 common shares, or 0.60% of the 7,901,950 common shares outstanding as of June 30, 2025. Eguchi also holds 150,000 stock options with a JPY 2,000 exercise price and one Class A share, the only Class A share outstanding.

Key Figures

Beneficial ownership – Kouji Eguchi: 2,031,558 common shares Ownership percentage – Kouji Eguchi: 25.11% Beneficial ownership – COZY LLC: 47,543 common shares +5 more

8 metrics

Beneficial ownership – Kouji Eguchi 2,031,558 common shares Aggregate beneficial ownership of Medirom common shares reported in Amendment No. 2

Ownership percentage – Kouji Eguchi 25.11% Percentage of assumed 8,088,450 outstanding common shares

Beneficial ownership – COZY LLC 47,543 common shares Aggregate beneficial ownership of Medirom common shares by COZY LLC

Ownership percentage – COZY LLC 0.60% Percentage of 7,901,950 common shares outstanding as of June 30, 2025

Common shares outstanding 7,901,950 common shares Issued and outstanding as of June 30, 2025 per Form 6-K

Stock options – 8th Series 150,000 options at JPY 2,000 per share Granted October 30, 2020; exercisable 10/1/2021–9/30/2026

Stock options – 11th Series 36,500 options at $1.74 per share Granted July 18, 2025; exercisable 7/18/2026–7/17/2030 subject to revenue targets

Transferred shares 79,945 common shares Shares transferred by Kouji Eguchi to an unrelated third party on August 27, 2026

Key Terms

beneficially owns, American Depositary Shares, stock options, Sole Voting Power, +2 more

6 terms

beneficially owns financial

"Kouji Eguchi beneficially owns an aggregate of 2,031,558 Common Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

American Depositary Shares financial

"22,543 American Depositary Shares of the Issuer, each representing one Common Share"

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.

stock options financial

"186,500 stock options of the Issuer, granting Mr. Eguchi the right to purchase"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Schedule 13D regulatory

"This amendment No. 2 ("Amendment No. 2") amends and supplements the originally filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dispositive power financial

"As COZY is 100% owned by Mr. Eguchi, he has sole voting and dispositive power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

How many Medirom (MRM) shares does Kouji Eguchi currently beneficially own?

Kouji Eguchi beneficially owns 2,031,558 common shares of Medirom, which includes common shares held directly, shares and American Depositary Shares held through COZY LLC, and 186,500 common shares underlying stock options exercisable within 60 days.

What percentage of Medirom (MRM) is owned by Kouji Eguchi after this Schedule 13D/A?

Kouji Eguchi reports beneficial ownership of 25.11% of Medirom’s outstanding common shares, based on an assumed total of 8,088,450 common shares, which includes 186,500 shares underlying his exercisable stock options.

What is COZY LLC’s ownership stake in Medirom (MRM)?

COZY LLC beneficially owns 47,543 common shares of Medirom, representing 0.60% of the 7,901,950 common shares issued and outstanding as of June 30, 2025. COZY is 100% owned by Kouji Eguchi, who has sole voting and dispositive power over these shares.

What new stock options were granted to Kouji Eguchi in this Medirom (MRM) filing?

On July 18, 2025, Kouji Eguchi was granted 36,500 stock options with an exercise price of $1.74 per share. These options become exercisable on July 18, 2026, expire on July 17, 2030, and may only be exercised upon achievement of specified revenue targets.

What share transfer did Kouji Eguchi report in the Medirom (MRM) Schedule 13D/A?

On August 27, 2026, Kouji Eguchi transferred 79,945 common shares of Medirom to an unrelated third party for no consideration. This transfer is one of the main reasons for updating his reported beneficial ownership in this amendment.

How many Medirom (MRM) shares were outstanding as the basis for the ownership percentages?

The ownership percentages are based on 7,901,950 common shares issued and outstanding as of June 30, 2025, as reported in Medirom’s Form 6-K. For Eguchi’s percentage, an additional 186,500 option shares exercisable within 60 days are deemed outstanding, totaling 8,088,450 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 09:16 PM Accepted by SEC EDGAR 08/28/2026 - 09:15 PM Learn about SEC filing dates

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)

Common Shares, no par value per share

(Title of Class of Securities)

58510H103

(CUSIP Number)

Kouji Eguchi c/o COZY LLC
3-5-1 Itabashi #1504, Itabashi-ku
Tokyo, M0, 173-0004
81 (90) 1847-3740

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

08/27/2026

(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

Kouji Eguchi

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)

PF

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 2,031,558.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,031,558.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,031,558.00

12

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

13

Percent of class represented by amount in Row (11)

25.11 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

With respect to rows 7, 9, and 11 immediately above, the aggregate amount of shares beneficially owned by Kouji Eguchi reflects (i) 1,797,515 Common Shares, no par value per share (the "Common Shares"), of the Issuer held by Mr. Eguchi, (ii) 22,543 American Depositary Shares of the Issuer, each representing one Common Share (the "ADSs"), held by COZY LLC, a limited liability company (godo kaisha) organized under the laws of Japan that is wholly owned and controlled by Mr. Eguchi ("COZY"), (iii) an aggregate of 186,500 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, and (iv) 25,000 Common Shares held by COZY. With respect to row 13 immediately above, the percentage is based on (i) 7,901,950 Common Shares issued and outstanding as of June 30, 2025, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on October 21, 2025, and (ii) 186,500 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, which are deemed to be outstanding for the purpose of computing the percentage of outstanding securities owned by Mr. Eguchi.

SCHEDULE 13D

CUSIP Number(s): 58510H103

1

Name of reporting person

COZY LLC

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 47,543.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 47,543.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

47,543.00

12

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

13

Percent of class represented by amount in Row (11)

0.60 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

With respect to rows 7, 9, and 11 immediately above, the aggregate amount of shares beneficially owned by COZY reflects (i) 22,543 ADSs of the Issuer held by COZY and (ii) 25,000 Common Shares held by COZY. With respect to row 13 immediately above, the percentage is based on 7,901,950 Common Shares issued and outstanding as of June 30, 2025, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the SEC on October 21, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value per share
(b)	Name of Issuer: MEDIROM Healthcare Technologies Inc.
(c)	Address of Issuer's Principal Executive Offices: 2-3-1 Daiba, Minato-ku, Tokyo, JAPAN , 135-0091.
Item 1 Comment: This amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the SEC on January 25, 2023 (as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on September 2, 2025, the "Schedule 13D"), relating to the Common Shares of the Issuer. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. This Amendment No. 2 is being filed to update the number of common shares beneficially owned by Kouji Eguchi and the aggregate percentage of the Issuer's Common Shares beneficially owned by Mr. Eguchi to reflect Mr. Eguchi's (i) grant of stock options to purchase 36,500 common shares at an exercise price of $1.74, which options were granted to Mr. Eguchi on July 18, 2025, become exercisable on July 18, 2026, and expire on July 17, 2030; and (ii) the transfer of 79,945 common shares to an unrelated third party for no consideration on August 27, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as follows: The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. Kouji Eguchi beneficially owns an aggregate of 2,031,558 Common Shares, representing 25.11% of the outstanding Common Shares. For purposes of this Statement, Mr. Eguchi has assumed that the total number of the Issuer's issued and outstanding Common Shares is 8,088,450, which is based on (i) 7,901,950 Common Shares issued and outstanding as of June 30, 2025, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the SEC on October 21, 2025, and (ii) 186,500 Common Shares that may be issued upon exercise of stock options held by Mr. Eguchi that are exercisable within 60 days from the date hereof, which are deemed to be outstanding for the purpose of computing the percentage of outstanding securities owned by Mr. Eguchi. COZY beneficially owns an aggregate of 47,543 Common Shares, representing 0.60% of the outstanding Common Shares. As COZY is 100% owned by Mr. Eguchi, he has sole voting and dispositive power over these Common Shares and is deemed to be the beneficial owner of the Common Shares held by COZY. For purposes of this Statement, COZY has assumed that the total number of the Issuer's issued and outstanding Common Shares is 7,901,950, as reported in the Issuer's Form 6-K for the period ended June 30, 2025, filed by the Issuer with the SEC on October 21, 2025. The Reporting Person is also the holder of one Class A Share of the Issuer. The Issuer has one Class A Share issued and outstanding as of the date of this Amendment No. 1.
(b)	See item 5(a) immediately above.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated as follows: On August 27, 2026, Mr. Eguchi transferred 79,945 common shares to an unrelated third party for no consideration.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and restated as follows: The relationships between the Reporting Persons described in Items 2 and 5(a) above are incorporated herein by reference. In addition, Kouji Eguchi holds 186,500 stock options of the Issuer, granting Mr. Eguchi the right to purchase up to 186,500 Common Shares as detailed below. Total Total Number Number of of Common End of Exercise Stock Shares Beginning of Exercise Price Options Underlying Grant Date Exercise Period Period (per share) Granted Stock Options 10/30/2020 10/1/2021 9/30/2026 JPY 2,000 150,000 150,000 7/18/2025 7/18/2026 7/17/2030 $ 1.74 36,500 36,500 The stock options held by Mr. Eguchi granted in July 2025 may only be exercised upon the achievement of certain revenue targets by the Issuer, which are set forth in more detail in the 11th Series Stock Option Allotment Agreement, a copy of which is attached hereto as Exhibit 99.3 (the "11th Series Option Agreement"). The foregoing description of the stock options is a summary only and does not purport to be complete and is qualified in its entirety by the full text of the 8th Series Stock Option Allotment Agreement, a copy of which is attached hereto as Exhibit 99.2, and the 11th Series Option Agreement, which together are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement 99.2* 8th Series Stock Option Allotment Agreement, dated October 15, 2020, between the Issuer and Kouji Eguchi [English Translation] (incorporated by reference to Exhibit 99.2 to Amendment No. 1 to the Schedule 13D filed with the SEC on September 2, 2025). 99.3*11th Series Stock Option Allotment Agreement, dated July 7, 2025, between the Issuer and Kouji Eguchi [English Translation] (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Schedule 13D filed with the SEC on September 2, 2025). 99.4*Share Transfer Agreement, dated August 27, 2026. *Certain personally identifiable information in this exhibit was omitted pursuant to Item 601(a)(6) of Regulation S-K by means of redacting a portion of the text and replacing it with [***].

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.

Kouji Eguchi

Signature:	/s/ Kouji Eguchi
Name/Title:	Kouji Eguchi
Date:	08/28/2026

COZY LLC

Signature:	/s/ Kouji Eguchi
Name/Title:	Kouji Eguchi, Managing Member
Date:	08/28/2026