REGIS CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Share Issuance Program In February 2021, the Company filed a $150.0 million shelf registration statement and $50.0 million prospectus supplement with the SEC under which it may offer and sell, from time to time, up to $50.0 million worth of its Class A common stock in "at-the-market" offerings. During the three months ended September 30, 2022, the Company did not issue shares under the prospectus supplement. The following table shows the stock issuance activity for the three months ended September 30, 2022: Period Total Number of Shares Issued Average Price per Share Total Number of Shares Issued as Part of Publicly Announced Plans Gross Proceeds Received 7/1/22 - 7/31/22 — $ — 9,295,618 $ — 8/1/22 - 8/31/22 — — 9,295,618 — 9/1/22 - 9/30/22 — — 9,295,618 — Total — $ — 9,295,618 $ — On September 30, 2022, $11.6 million remains under the prospectus supplement, which equates to 11.5 million shares based on the share price as of September 30, 2022. Share Repurchase Program In May 2000, the Board approved a stock repurchase program with no stated expiration date. Since that time and through September 30, 2022, the Board has authorized $650.0 million to be expended for the repurchase of the Company's stock under this program. All repurchased shares become authorized but unissued shares of the Company. The Company last purchased shares in fiscal year 2020. As of September 30, 2022, a total accumulated 30.0 million shares have been repurchased for $595.4 million. At September 30, 2022, $54.6 million remains outstanding under the approved stock repurchase program. The Company does not expect to repurchase shares in fiscal year 2023. 35 Item 6. Exhibits Exhibit 10.1 Amended and Restated Senior Executive Severance Policy, dated September 1, 2022. Exhibit 10.2 Form of Cash Settled SAR Agreement (Annual Executive Grants). Exhibit 10.3 Form of Employee Stock Option Agreement (Annual Executive Grants). Exhibit 10.4 Form of Non-Employee Director Stock Option Agreement (Annual Non-Employee Director Grants). Exhibit 10.5 Amendment No. 6 to Credit Agreement, dated as of August 12, 2022, by and among Regis Corporation, certain of its subsidiaries, various financial institutions and Bank of America, N.A. as Administrative Agent. (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on August 15, 2022). Exhibit 31.1 President and Chief Executive Officer of Regis Corporation: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Executive Vice President and Chief Financial Officer of Regis Corporation: Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32 Chief Executive Officer and Chief Financial Officer of Regis Corporation: Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 101 The following financial information from Regis Corporation's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, formatted in Inline Xtensible Business Reporting Language (iXBRL) and filed electronically herewith: (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) the Condensed Consolidated Statements of Shareholders' Deficit; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to the Condensed Consolidated Financial Statements. Exhibit 104 The cover page from Regis Corporation's Quarterly Report on Form 10-Q for the quarterly and year-to-date periods ended September 30, 2022, formatted in iXBRL (included as Exhibit 101). 36 SIGNATURES 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. Date: November 1, 2022 By: /s/ Kersten D. Zupfer Kersten D. Zupfer Executive Vice President and Chief Financial Officer (Principal Accounting Officer) 37