1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.
+Added: The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.
Management, with the participation of the CEO and CFO, evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), at the end of the period.
8 unchanged sentences
During the three months ended June 30, 2025, no director or officer of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
−Removed: On August 23, 2024, the Compensation Committee of the Board of Directors approved a special cash performance bonus for Matthew Doctor, the Company’s President and Chief Executive Officer, in the amount of $532,500 in recognition of his contributions to the Company’s debt refinancing.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
Information regarding the directors of the Company will be set forth in the section titled "Election of Directors" of the Company's 2025 Proxy Statement and is incorporated herein by reference.
−Removed: The information required by Item 401 of Regulation S-K regarding the Company's executive officers is included under "Executive Officers of the Registrant" in Item 1 of this Annual Report on this Form 10-K.
−Removed: Additionally, information regarding the Company's audit committee and audit committee financial expert, as well as nominating committee functions, will be set forth in the section titled "Our Board's Committees" and shareholder communications with directors will be set forth under the heading titled "Communications with the Board" of the Company's 2024 Proxy Statement and are incorporated herein by reference.
+Added: The information required by Item 401 of Regulation S-K regarding the Company's executive officers is included under "Information about our Executive Officers" in Item 1 of this Annual Report on this Form 10-K.
+Added: Information regarding the Company's audit committee and audit committee financial expert, as well as nominating committee functions, will be set forth in the section titled "Our Board's Committees" and shareholder communications with directors will be set forth in the section titled "Other Governance and Compliance Policies and Practices" of the Company's 2025 Proxy Statement and are incorporated herein by reference.
+Added: Additionally, information regarding the Company’s Statement of Policy on Insider Trading will be set forth in the section titled "Other Governance and Compliance Policies and Practices" of the Company’s 2025 Proxy Statement and is incorporated herein by reference.
+Added: The Company’s Statement of Policy on Insider Trading is filed hereto as Exhibit 19.
The Company has adopted a code of ethics, known as the Code of Business Conduct & Ethics, that applies to all employees, including the Company's chief executive officer, chief financial officer, directors, and executive officers.
8 unchanged sentences
Information regarding certain relationships and related transactions will be set forth in the section titled "Certain Relationships and Related Transactions" of the Company's 2025 Proxy Statement and is incorporated herein by reference.
−Removed: Information regarding director independence will be set forth in the section titled "How We Govern the Company" of the Company's 2024 Proxy Statement and is incorporated herein by reference.
+Added: Information regarding director independence will be set forth in the section titled "Other Governance and Compliance Policies and Practices" of the Company's 2025 Proxy Statement and is incorporated herein by reference.
Principal Accountant Fees and Services
18 unchanged sentences
(Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on June 10, 2022.)
+Added: 2.4 Membership Interest Purchase Agreement, dated December 19, 2024, by and among Regis Corporation, Super C Group, LLC d/b/a Alline Salon Group, ASG Holdings, LLC, Vision Cuts, LLC, SAAW Project, LLC, and VGP II LLC.
+Added: (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 19, 2024.)
3.1 Restated Articles of Incorporation of Regis Corporation.
7 unchanged sentences
(Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on January 30, 2024.)
+Added: 4.3 Amendment No.
+Added: 1 to Tax Benefits Preservation Plan, dated as of January 27, 2025, by and between Regis Corporation and Equiniti Trust Company, LLC.
+Added: (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on January 28, 2025.)
10.1* Regis Corporation Executive Retirement Savings Plan Adoption Agreement and Trust Agreement, dated November 15, 2008, between the Company and Fidelity Management Trust Company.
50 unchanged sentences
(Incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed on November 1, 2022.)
−Removed: 10.33* Offer Letter, dated October 5, 2021, between the Company and John Davi.
+Added: 10.33* Regis Corporation Amended and Restated 2018 Long Term Incentive Plan.
+Added: (Incorporated by reference to Appendix A of the Company's Proxy Statement on Definitive Form 14A filed on September 26, 2024.)
+Added: 10.34* Regis Corporation Executive Long-Term Cash Incentive Plan.
+Added: (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 29, 2025.)
+Added: 10.35* Interim CEO Offer Letter Agreement, dated June 20, 2025, between the Company and Jim Lain.
+Added: (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 23, 2025.)
+Added: 10.36* Resignation and Transition Letter Agreement, dated June 20, 2025, between the Company and Matthew Doctor.
+Added: (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 23, 2025.)
10.37 Financing Agreement, dated as of June 24, 2024, among the Company, the Lenders party thereto, TCW Asset Management Company LLC as administrative and collateral agent, and MidCap Financial Trust as Revolving Agent.
(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on June 25, 2024).
+Added: 10.38 First Amendment to Financing Agreement, among the Company, the Lenders party thereto, TCW Asset Management Company LLC as administrative and collateral agent, and MidCap Financial Trust as Revolving Agent.
+Added: (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on December 19, 2024.)
10.39 Form of Warrant.
(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 10, 2024.)
+Added: 10.40 Form of First Amendment to Financing Agreement Warrant.
+Added: (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 19, 2024.)
+Added: 19 Regis Corporation Statement of Policy on Insider Trading .
21 List of Subsidiaries of the Company.
7 unchanged sentences
97 Regis Corporation Mandatory Compensation Recovery Policy.
+Added: (Incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed on August 28, 2024.)
101 The following financial information from Regis Corporation's Annual Report on Form 10-K for the year ended June 30, 2025, formatted in Inline Xtensible Business Reporting Language (iXBRL) and filed electronically herewith:
18 unchanged sentences
REGIS CORPORATION
−Removed: By /s/ MATTHEW DOCTOR
−Removed: Matthew Doctor,
−Removed: President and Chief Executive Officer
+Added: By /s/ JIM LAIN
+Added: Interim President and Chief Executive Officer
(Principal Executive Officer)
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: August 28, 2024
+Added: September 3, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
+Added: /s/ MICHAEL J.
Chairman of the Board of Directors
−Removed: August 28, 2024
+Added: September 3, 2025
/s/ LOCKIE ANDREWS
Lockie Andrews,
−Removed: August 28, 2024
+Added: September 3, 2025
/s/ NANCY BENACCI
Nancy Benacci,
−Removed: August 28, 2024
−Removed: /s/ MATTHEW DOCTOR
−Removed: Matthew Doctor,
−Removed: August 28, 2024
+Added: September 3, 2025
/s/ MARK LIGHT
−Removed: August 28, 2024
+Added: September 3, 2025
+Added: /s/ SUSAN LINTONSMITH
+Added: Susan Lintonsmith,
+Added: September 3, 2025
/s/ MICHAEL MANSBACH
Michael Mansbach,
−Removed: August 28, 2024
−Removed: /s/ MICHAEL J.
−Removed: August 28, 2024
−Removed: August 28, 2024
+Added: September 3, 2025
+Added: September 3, 2025
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.