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Annex A to Notice of Convocation Note This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original,

Key Takeaway: Annex A to Notice of Convocation MEDIROM Healthcare Technologies Inc. Tradepia Odaiba 2-3-1 Daiba, Minato-ku, Tokyo, Japan, 135-0091 Notice of Convocation of the 26th Ordinary General Meeting of Shareholders You are cordially invited to attend the 26th Ordinary General Meeti

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Annex A to Notice of Convocation
MEDIROM Healthcare Technologies Inc.
Tradepia Odaiba 2-3-1 Daiba, Minato-ku,
Tokyo, Japan, 135-0091
Notice of Convocation of the 26th Ordinary General Meeting of Shareholders
You are cordially invited to attend the 26th Ordinary General Meeting of Shareholders of MEDIROM Healthcare Technologies Inc. (the "Company"). The meeting will be held at the head office of the Company (16F, Tradepia Odaiba, 2-3-1 Daiba, Minato-ku, Tokyo, Japan) on Friday, May 29, 2026 at 9:00 a.m., Japan Standard Time. At the meeting, you will be asked to consider the following proposals: (1) to approve the Company's financial statements; (2) to re-elect four directors and elect one new director, each to serve for the ensuing year as members of the Board of Directors. The accompanying Details of the 26th Ordinary General Meeting of Shareholders describe these matters in more detail. We urge you to read this information carefully. The Board of Directors recommends a vote "FOR" each of the proposals.
YOUR VOTE IS VERY IMPORTANT. In the event you cannot attend the meeting in person, you may vote your common shares by completing, dating and signing the proxy card enclosed herein. To do so, please review the accompanying Reference Documents for General Meeting of Shareholders, and make sure to mail the completed proxy card in accordance with the instructions included in this notice of convocation.
Details of the 26th Ordinary General Meeting of Shareholders
Matters to be reported:
The Business Report for the 26th fiscal year (from January 1, 2025 to December 31, 2025). The Business Report and the Unaudited Non-Consolidated Financial Statements are attached to this notice of convocation as Annex A.
Matters to be resolved:
Proposal 1: To approve the Company's Non-Consolidated Financial Statements for the 26th fiscal year (from January 1, 2025 to December 31, 2025), which financial statements are based upon our statutory non-consolidated financial results prepared in accordance with Japanese generally accepted accounting principles ("GAAP"), and have not been reviewed or audited by an independent auditor under Japanese generally accepted auditing standards ("GAAS"), U.S. GAAS, or otherwise. As such, these financial results and financial statements may differ in material respects from the audited consolidated financial results and financial statements prepared in accordance with U.S. GAAP that will be reported at a later date and included in our Annual Report on Form 20-F to be filed with the U.S. Securities and Exchange Commission (the "SEC") and available at www.sec.gov. The discussion of our financial results and unaudited non-consolidated financial statements under Japanese GAAP is presented to our shareholders and holders of American Depository Shares, each representing one (1) common share of the Company (the "ADSs"), solely for purposes of compliance with requirements under the Japanese Companies Act in connection with our annual meeting of shareholders.;
Proposal 2: To re-elect four (4) directors and elect one (1) new director, each to serve for the ensuing year as members of the Board of Directors.
Recommendation of the Board
Our Board of Directors unanimously recommends that the shareholders and ADS holders vote "FOR" each of the proposals listed above.
Reference Documents for General Meeting of Shareholders
Proposal 1: To approve the Company's Financial Statements for the 26th Fiscal Year
I. Reason for Proposal and Details
This proposal requests your approval of the financial statements for the Company's 26th fiscal year, in accordance with Article 438, Paragraph 2 of the Companies Act of Japan (the "Companies Act"). As the Company has not engaged an accounting auditor since the 25th fiscal year, the Companies Act requires that the financial statements, which have been approved by the Board of Directors, be submitted to the General Meeting of Shareholders for approval. The contents of the balance sheet, income statement, statement of changes in shareholders' equity, and the individual notes are as described in the attached documents.
II. Board Recommendation
Our Board of Directors unanimously recommends that you vote "FOR" this proposal.
Proposal 2: To re-elect four (4) directors and elect one (1) new director, each to serve for the ensuing year as members of the Board of Directors
I. Details of Proposal
The terms of office of all four (4) current members of the Company's Board of Directors will expire at the conclusion of this Ordinary General Meeting of Shareholders. Accordingly, in order to further strengthen the Company's management structure, we are seeking to increase the number of directors by one (1) and to re-elect four (4) directors and elect one (1) new director, for a total of five (5) directors, including two (2) outside directors. The nominees for director are as described below.
Name (Date of Birth) Biography, Position, Responsibilities, and Significant Concurrent Positions, etc. Number of Shares Held (as of December 31, 2025)
Kouji Eguchi (July 27, 1973) March 1996: Bachelor of Oceanography, Department of Marine Resources, Tokai University April 1996: Curtis Holdings, Inc. December 1999: Senior Managing Director, PriceDown.com, Inc. (Curtis Holdings's subsidiary) July 2000: Founder and Representative Director, MEDIROM Healthcare Technologies Inc. (current) June 2010: Director, the Japan Relaxation Industry Association (current) May 2021: Representative Director, SAWAN CO., LTD. (current) July 2023: Representative Director, MEDIROM MOTHER Labs Inc. June 2024: Representative Director, MEDIROM Rehab Solutions Inc. January 2025: Representative Director, MEDIROM Wellness Co. (current) Significant Concurrent Positions Representative Director, MEDIROM Wellness Co. Representative Director, SAWAN CO. LTD. Director, the Japan Relaxation Industry Association 1,925,003 Common Shares 1 Class A Share
Fumitoshi Fujiwara (December 28, 1965 March 1989: Bachelor in Law, Meiji Gakuin University April 1989: Shuwa Corporations April 1993: Koei Tecmo Holdings Co., Ltd. December 1998: CFO, Executive Officer Management Division June 2000: Director and CFO, Spiralstar Japan, Inc. June 2002: CEO, AC Capital Inc. November 2009: Founder & CEO, Eaglestone Capital Management (current) March 2017: Director and CFO, MEDIROM Healthcare Technologies Inc. (current) April 2023: Representative Member, Linden Capital Partners LLC (current) July 2023: Representative Director, MEDIROM Shared Services Inc. (current) March 2024: Corporate Auditor, MEDIROM MOTHER Labs Inc. (current) September 2024: Outside Director, SBC Medical Holdings Group Inc. (current) Significant Concurrent Positions Representative Director, Eaglestone Capital Management Representative Member, Linden Capital Partners LLC Representative Director, MEDIROM Shared Services Inc. Corporate Auditor, MEDIROM MOTHER Labs Inc. Outside Director, SBC Medical Holdings Group Inc. 40,000 Common Shares
Yoshio Uekusa (December 3, 1990) March 2014: Graduated from Keio University, Faculty of Economics April 2014: Joined Re.Ra.Ku Co., Ltd. (currently MEDIROM Healthcare Technologies Inc.) January 2017: CEO Assistant and New Graduate Recruitment Team June 2019: General Manager of Recruitment Group June 2022: General Manager of MOTHER Group July 2023: Representative Director, MEDIROM MOTHER Labs Inc. (current) Significant Concurrent Positions Representative Director, MEDIROM MOTHER Labs Inc. 28,837 Common Shares
Tomoya Ogawa (November 9, 1976) Outside Director September 1999: Bachelor of Economics, Tokyo University September 2001: Monitor Group Tokyo Branch April 2004: Master in Law, Hitotsubashi University April 2006: Legal Training Institute September 2007: Abe, Ikubo & Katayama Law Office December 2010: DeNA Inc. March 2014: Outside Director, MEDIROM Healthcare Technologies Inc. (current) December 2014: Director, Akatsuki Corporation December 2020: Founder & Representative Director, Kreation Inc. (current) Significant Concurrent Positions Representative Director, Kreation Inc. Reason for Election Mr. Tomoya Ogawa has abundant experience as a lawyer, expertise in a broad area of law and a track record as CFO and director of a listed company, and we believe Mr. Ogawa can provide advice, direction and supervision to our management in a proper manner. For this reason, we consider Mr. Ogawa to be an excellent fit for an outside director position with the Company and believe he will be able to perform his duties as an outside director. 28,500 Common Shares
Note 1: There is no conflict of interest between each director nominee and the Company.
Note 2: The Company has obtained the consent of each director nominee to assume the office, subject to the approval of this proposal.
Note 3: The Company has purchased a limited liability insurance policy for the directors and officers as stipulated under Article 430-3, Paragraph 1 of the Companies Act, which provides that the insured shall be liable for damages and litigation expenses incurred by the insured in connection with the performance of his/her duties under the law. All premiums are paid by the Company. If the director nominee is elected as a director, he/she will be included as an insured under the policy and the policy will be renewed with the same coverage during his/her term of office.
Note 4: At present, Mr. Tomoya Ogawa and Mr. Akira Nojima are outside directors of the Company and the length of time they have served in such position is cumulatively 12 years and 6 years as of the end of this meeting, respectively.
Note 5: The number of common shares of the Company held by Mr. Kouji Eguchi and Mr. Yoshio Uekusa includes shares that he indirectly holds, such as ADSs.
II. Board Recommendation
Our Board of Directors unanimously recommends that you vote "FOR" this proposal.
Forward-Looking Statements in this Notice of Convocation
Certain statements in this notice of convocation (including its attachments) are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include estimates or expectations about the Company's possible or assumed operational results, financial condition, business strategies and plans, market opportunities, competitive position, industry environment, and potential growth opportunities. In some cases, forward-looking statements can be identified by terms such as "may," "will," "should," "design," "target," "aim," "hope," "expect," "could," "intend," "plan," "anticipate," "estimate," "believe," "continue," "predict," "project," "potential," "goal," or other words that convey the uncertainty of future events or outcomes. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, levels of activity, performance, or achievements to be different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company's control and which could, and likely will, affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements in this notice of convocation include:
More information on these risks and other potential factors that could affect the Company's business, reputation, results of operations, financial condition, and stock price is included in the Company's filings with the SEC, including in the "Risk Factors" and "Operating and Financial Review and Prospects" sections of the Company's most recently filed periodic report on Form 20-F and subsequent filings, which are available on the SEC website at www.sec.gov. The Company assumes no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ from those anticipated in these forward-looking statements, even if new information becomes available in the future.
[English Translation of Business Report Originally Issued in the Japanese Language]
Note This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the Japanese original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Fiscal Year 2025 Business Report
(From January 1 to December 31, 2025)
Forward-Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 (the "Act") protects companies from liability for their forward-looking statements if they comply with the requirements of the Act. See "Forward-Looking Statements in this Notice of Convocation" in the notice of convocation to which this business report is attached.
During our 26th fiscal year (from January 1, 2025 to December 31, 2025), the Japanese economy continued on a moderate recovery trend, supported by personal consumption reflecting improved employment and income conditions, as well as further expansion in inbound tourism demand. However, factors such as rising import prices driven by the depreciation of the yen and unstable international conditions have continued to create uncertainty for both domestic and international economies and markets.
Under these circumstances, we continued to strengthen our structure as a pure holding company following the transition in July 2023 and focused on improving group management efficiency and expanding our revenue base. Through the reorganization of certain of our subsidiaries effective January 1, 2025 (integration into MEDIROM Wellness Co.), we consolidated the management structure of the relaxation salon segment and promoted the optimal allocation of management resources.
With respect to the relaxation salon operation segment, primarily through MEDIROM Wellness Co., we continued to work on shortening the lead time before newly hired staff are deployed to salons through improvements in our training and education programs, and strengthening recruitment of contract-based therapists, in response to the intensification of competition for talent in the job market. We also promoted the adoption of our in-house payment system "Re.Ra.Ku PAY" to improve customer convenience and enhance the efficiency of salon operations through cashless payments. Furthermore, in commemoration of our 25th anniversary, we held a special customer appreciation event and offered "Special Value Tickets" to strengthen customer relationships and drive customer acquisition. In terms of new salon openings, we continued working to close certain existing salons and open new salons with caution, resulting in a total of 292 salons in the group as of December 31, 2025. Additionally, sales of salons to investors also grew steadily, with MEDIROM Wellness Co. selling 58 salons (including resales and brokering sales between investors), respectively, during the fiscal year.
Furthermore, in August 2025, in collaboration with Hakuhodo Inc., we announced our participation in the "World" protocol promoted by Tools for Humanity ("TFH"), co-founded and chaired by Sam Altman, co-founder of OpenAI. We commenced entry into a new business area contributing to the development of a "proof of humanity" infrastructure for the AI era, through the installation and operation of the World ID authentication device "Orb" at our "Re.Ra.Ku" salons. Subsequently, effective February 2, 2026, this business transitioned to a direct contract with TFH.
With respect to the healthtech segment (which mainly consists of the following operations: government-sponsored specific health guidance program and our MOTHER Bracelet business), primarily through MEDIROM MOTHER Labs Inc., we
continued to promote our health guidance program utilizing our internally-developed on-demand health monitoring smartphone application, Lav , and steadily expanded our client base, which mainly consists of health insurance providers, and as of December 31, 2025, we had entered into contracts with 102 health insurance providers. We also worked to promote MOTHER Bracelet , the world's self-charging smart tracker, and in light of the severe heat conditions experienced in recent summers, we enhanced our heat illness prevention solution utilizing the device's function to detect changes in physical condition from vital data. As a result, adoption expanded across construction sites with a large proportion of outdoor workers, care facilities and local governments with high monitoring needs, contributing to the resolution of social challenges and advancing the establishment of a business-to-business (BtoB) revenue model.
With respect to the rehabilitation center operation segment, MEDIROM Rehab Solutions Inc. continued to work toward establishing a solid revenue base for the rehabilitation center operation business acquired in the previous fiscal year.
With respect to financing activities, with the aim of flexible financing and strengthening of our financial base, we issued the 3rd series of Unsecured Convertible-Type Corporate Bonds with Stock Acquisition Rights on November 27, 2025 raising a total of JPY 400 million. Through these measures, we have worked to secure a stable financial foundation for future growth investments.
Financial Results Under Japanese GAAP
Note: The following discussion is based upon our statutory non-consolidated financial results prepared in accordance with Japanese generally accepted accounting principles ("GAAP") which have not been reviewed or audited by an independent auditor. As such, these results may differ in material respects from the financial results and audited consolidated financial statements prepared in accordance with U.S. GAAP that will be reported at a later date and included in our Annual Report on Form 20-F to be filed with the U.S. Securities and Exchange Commission (the "SEC") and available at www.sec.gov. U.S. GAAP results for the year ended December 31, 2025 remain subject to the completion of management's reviews and reconciliations and/or adjustments under U.S. GAAP, the Company's other financial closing procedures, and the audit by the Company's independent auditor in accordance with the standards of the Public Company Accounting Oversight Board ("PCAOB"). Furthermore, in addition to reflecting the consolidation of entities that is not reflected in these non-consolidated Japanese GAAP financial results, these U.S. GAAP financial statements and results may differ from our Japanese GAAP results due to the completion of the Company's financial closing procedures, the audit under the standards of the PCAOB, and other developments that may arise during the audit process under the standards of the PCAOB. Accordingly, you should not place undue reliance on this information. See "Important Notice Regarding Japanese GAAP Financial Information" below.
The discussion of financial results below is presented to our shareholders and holders of our American Depositary Shares ("ADSs") solely for purposes of compliance with requirements under the Japanese Companies Act in connection with our 26th Ordinary General Meeting of Shareholders. For your convenience, information presented in Japanese yen has been translated into U.S. dollars based upon the conversion rate of $1.00 = JPY 156.80, as reported by the Federal Reserve Bank on December 31, 2025.
For the year ended December 31, 2025, the Company recorded (i) net revenues of 604,533 thousand yen (US$3,855 thousand), while the Company recorded net revenue of 778,035 thousand yen (US$4,949 thousand) for the year ended December 31, 2024, (ii) operating income of 61,980 thousand yen (US$395 thousand), while the Company recorded operating income of 116,562 thousand yen (US$740 thousand) for the year ended December 31, 2024, and (iii) ordinary income of 39,893 thousand yen (US$254 thousand), while the Company recorded ordinary income of 115,609 thousand yen (US$734 thousand) for the year ended December 31, 2024, on a non-consolidated basis, under Japanese GAAP. These standalone figures reflect the impact, among other factors, of optimizing our commissioned fees charged to our subsidiaries, following the revision of the store sales fee calculation standards to better manage the group's overall profit and loss.
Our audited consolidated financial statements for the year ended December 31, 2025 prepared in accordance with U.S. GAAP will be reported at a later date and included in our Annual Report on Form 20-F to be filed with the SEC.
Important Notice Regarding Japanese GAAP Financial Information
The financial results for the year ended December 31, 2025 presented in this business report and the accompanying Japanese GAAP financial statements are prepared solely in accordance with Japanese GAAP on a non-consolidated basis, have not been reviewed or audited under Japanese generally accepted auditing standards ("GAAS"), the standards of the PCAOB or
U.S. GAAS, and do not present all information necessary for an understanding of the Company's results of operations for the year ended December 31, 2025. Our U.S. GAAP results for the year ended December 31, 2025 remain subject to the completion of management's reviews and reconciliations and/or adjustments under U.S. GAAP, the Company's other financial closing procedures, and the audit by the Company's independent auditor in accordance with the standards of the PCAOB, and may differ from the Japanese GAAP results for this period due to the completion of the Company's financial closing procedures, the audit under the standards of the PCAOB, and other developments that may arise during the audit process.
The Company expects that its audited consolidated U.S. GAAP results for the year ended December 31, 2025, in addition to reflecting the consolidation of entities that is not reflected in the non-consolidated Japanese GAAP financial results, may differ from the Japanese GAAP results contained in this business report and the accompanying Japanese GAAP financial statements in the following line items, among others: (1) increase/decrease in amortization expenses recognized from the difference in the accounting treatment of salon purchases; (2) recognition of impairment losses on our long-lived salon assets, goodwill and other intangible assets; (3) increase/decrease in allowance or provisional expenses; and (4) the accounting treatment of the Company's sales of shares of one of its subsidiaries.
The Japanese GAAP financial results included in this business report have been prepared by and are the responsibility of the Company's management. In addition, the Japanese GAAP financial results have not been reviewed or audited by an independent auditor and therefore do not reflect any potential changes that may have resulted had such financial results been audited under Japanese GAAS. The Company's independent U.S. auditor has not audited, reviewed, compiled, or performed any procedures with respect to the Japanese GAAP financial results presented in this business report or the accompanying Japanese GAAP financial statements under either the standards of the PCAOB or U.S. GAAS. Accordingly, the Company's independent U.S. auditor does not express an opinion or any other form of assurance with respect thereto.
The Company intends to file its Annual Report on Form 20-F containing the audited financial statements for the year ended December 31, 2025 prepared in accordance with U.S. GAAP by the filing deadline prescribed by the SEC, and such financial information for 2025 contained in the Annual Report, including the Company's audited financial statements prepared in accordance with U.S. GAAP, may differ from the Japanese GAAP financial information disclosed in this business report and the accompanying Japanese GAAP financial statements. As such, this Japanese GAAP financial information should not be viewed as a substitute for the Company's audited annual financial statements prepared in accordance with U.S. GAAP and is not necessarily indicative of any future period. Accordingly, you should not place undue reliance on this Japanese GAAP information.
There are no matters to be stated.
On January 1, 2025, an absorption-type merger was conducted with Wing Inc. as the surviving company and Medirom Human Resources Inc. as the extinguished company, along with an absorption-type company split in which Wing Inc. was the succeeding company and JOYHANDS WELLNESS Inc. was the splitting company, transferring JOYHANDS WELLNESS Inc.'s relaxation salon operation business to Wing Inc. On the same date, Wing Inc. changed its company name to MEDIROM Wellness Co.
There are no matters to be stated.
With the aim of flexible financing and strengthening of our financial base, on November 27, 2025, we issued the 3rd series of Unsecured Convertible-Type Corporate Bonds with Stock Acquisition Rights, raising JPY 400 million.
While we continue to face a challenging business environment due to rising prices driven by the depreciation of the yen and increasing labor costs, we are working to build a robust internal structure that can withstand these conditions and aim to secure stable earnings.
In respect of the relaxation salon segment, we will continue our efforts to optimize personnel allocation in response to busy and off-peak periods at salons, shorten the lead time before newly hired staff are deployed to salons through improvements in our training and education programs, strengthen recruitment of contract-based therapists, and work to strengthen our revenue base through accelerating cashless adoption by promoting "Re.Ra.Ku PAY" and improving customer repeat ratios. We will continue to strive to improve customer satisfaction and increase sales, improve the efficiency of directly managed and franchised salon operations, and expand salon sales to investors.
In connection with our participation in the "World" protocol, we will collaborate with TFH to promote the installation and operation of "Orb" devices at our "Re.Ra.Ku" salons, contribute to the domestic expansion of World ID, and aim to establish a new revenue model.
In connection with the healthtech segment, we will strive to further expand the number of health insurance providers under contract with us in our health guidance program utilizing the Lav application, while working to improve profitability. Additionally, with regard to our heat illness prevention solution and "REMONY", a remote monitoring and centralized management system using MOTHER Bracelet , we will promote expanded adoption primarily in the construction, care facility, and local government sectors, and aim to further establish a business-to-business (BtoB) revenue model.
With respect to the rehabilitation center operation segment, MEDIROM Rehab Solutions Inc. will steadily advance the monetization of existing locations while also working to create business synergies in the wellness domain.
Additionally, our Company views acquiring business opportunities through M&A as a strategic priority for achieving sustainable growth and maximizing corporate value. Moving forward, we intend to continue to strengthen our organizational structure, enhance risk management, expedite and optimize the integration process of acquired businesses, and proactively implement measures to ensure these initiatives contribute reliably to our performance.
(Unit: thousand yen other than per share or ratio information, and convenience translation for fiscal 2025)
December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 December 31, 2025 Convenience translation in $ 000 other than per share and ratio information
Revenue 1,162,454 1,901,620 778,035 604,533 3,855
Ordinary income 90,053 797,274 115,609 39,893 254
Net income 83,550 464,728 92,625 56,058 357
Net income attributable to each common share 17.11 yen 95.18 yen 17.81 yen 7.09 yen US$0.04
Total assets 4,134,464 3,948,790 6,589,649 4,153,929 26,491
Net assets 52,845 497,916 1,277,149 1,333,962 8,507
Net assets per common share 9.49 yen 100.64 yen 159.75 yen 168.32 yen US$1.07
Capital adequacy ratio 1.12% 12.60% 19.38% 32.11% 32.11%
There are no matters to be stated.
Name Paid-in Capital Ratio of our voting right Major Businesses
MEDIROM Wellness Co. 1 million yen 100% Relaxation industry Salon staff education/school
Medirom Shared Services Inc. 1 million yen 100% Outsourcing management Salon development Administrative function
SAWAN CO. LTD. 0.5 million yen 100% Relaxation industry
ZACC Kabushiki Kaisha 10 million yen 100% Hair salon industry
MEDIROM MOTHER Labs Inc. 141 million yen 93.71% Healthtech industry
MEDIROM Rehab Solutions Inc. 1 million yen 100% Operation of rehabilitation centers
There are no matters to be stated.
Business Segments Business Description
Salon operations Directly-operated relaxation salon operations and management outsourcing business
Franchise operations Support for operation of relaxation salons under franchise agreements
Salon staff education and school business Educational business for therapists conducting treatments at relaxation salons
Healthtech business Health guidance program utilizing smartphone application Sales and planning of "MOTHER Bracelet "; development of "REMONY", a remote monitoring and centralized management system using "MOTHER Bracelet "; and sales and installation of "Gateway", a communication device that mediates data communication between that system and the bracelets.
Hair salon business Operation of hair salon ZACC
Rehabilitation center operation business Operation of rehabilitation centers
Head Office and Re.Ra.Ku College located at 3-1, Daiba 2-chome, Minato-ku, Tokyo, 16th Floor Tradepia Odaiba.
Number of employees Increase/decrease from the previous year end
0 No changes
(Note) The Company is a holding company which does not have any employees.
Lenders Balance of Borrowings (Thousand yen)
MUFG Bank 191,671
Higashi-Nippon Bank 182,800
Japan Finance Corporation 100,640
Resona Bank 350,000
Shoko Chukin Bank 82,750
Kufu Company Holdings Inc. 200,000
In December 2025, the Company issued the 4th series of Unsecured Convertible-Type Corporate Bonds with Stock Acquisition Rights in the face amount of JPY 275 million to Kufu Company Holdings Inc. In lieu of cash payment, the Company received delivery of a portion of the 1st series of Unsecured Convertible-Type Corporate Bonds with Stock Acquisition Rights held by Kufu Company Holdings Inc., and completed the issuance procedures for the 4th series on that basis.
Total Number of Shares Common shares 19,899,999 Shares
Authorized to be Issued Class A shares 1 Share
Total Number of Issued Shares Common shares 7,994,450 Shares
Class A shares 1 Share
(NOTE)The total number of issued shares includes 92,500 shares of treasury stock.
Number of Shareholders Common shares 24 (excluding treasury stock)
Major Shareholders
Number of shares held
Number of Number of
Name of Shareholders common shares Class A Total number of Voting rights
held shares held Holdings ratio
The Bank of New York Mellon 5,623,933 5,623,933 71.17%
Kouji Eguchi 1,877,460 1 1,877,460 23.76%
Daihachiro Kawaguchi 200,000 200,000 2.53%
Fumitoshi Fujiwara 40,000 40,000 0.51%
Tomoya Ogawa 28,500 28,500 0.36%
COZY LLC 25,000 25,000 0.32%
Yohei Umezaki 17,500 17,500 0.22%
Kazuyoshi Takahashi 12,500 12,500 0.16%
Norito Kawada 10,000 10,000 0.13%
Hirano Works Co., Ltd. 10,000 10,000 0.13%
(Note 1) Although we own 92,500 shares of treasury stock, such holdings are excluded from the list above of major shareholders.
(Note 2) The ratio of voting rights is calculated by deducting the number of treasury shares from the total number of common shares and excludes the Class A share.
(Note 3) The Bank of New York Mellon serves as depositary for the ADSs.
(Note 4) Mr. Kouji Eguchi, the CEO of our Company, is the sole beneficial owner of COZY LLC. In addition to the shares of our Company described above, COZY LLC holds 22,543 American Depositary Shares (ADS), each representing one common share per ADS.
[English Translation of Convocation Notice Originally Issued in the Japanese Language]
(Note: The 5th Series of Stock Acquisition Rights (exercise price: JPY 400 per share, 25 units, 12,500 common shares subject to SAR) previously granted to an outside director expired on December 21, 2025.)
(i) Status of other stock acquisition rights granted to and held by Directors and Corporate Auditors as of the end of this fiscal year
The 8th Series of Stock Acquisition Rights (SARs)
Date of Resolution October 2, 2020
Number of Holders 1 director (internal)
Number of SAR Units 150,000 units
Type of Shares Subject to SAR Common Shares
Number of Shares Subject to SAR 150,000 shares
Issue Price 0.23 yen
Exercise Price 2,000 yen per share
Exercise Period From October 1, 2021 to September 30, 2026
The 11th Series of Stock Acquisition Rights (SARs)
Date of Resolution July 18, 2025
Number of Holders 2 directors (internal) 2 outside directors 3 corporate auditors
Number of SAR Units Directors (internal): 73,000 units Outside directors: 10,000 units Corporate auditors: 15,000 units
Type of Shares Subject to SAR Common Shares
Number of Shares Subject to SAR Directors (internal): 73,000 shares Outside directors: 10,000 shares Corporate auditors: 15,000 shares
Issue Price 2 yen
Exercise Price US$1.74 per share
[This is an English translation of the original issued in Japanese]
Performance Condition The holders may exercise their SARs 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.
Exercise Period From July 18, 2026 to July 17, 2030
(ii) 1st Unsecured Convertible-Type Corporate Bonds with SARs
The 1st Unsecured Convertible-Type Corporate Bonds with SARs were fully extinguished as of December 31, 2025.
(iii) 2nd Unsecured Convertible-Type Corporate Bonds with SARs
Last updated: Apr 16, 2026