What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-05 compared with 2025-11-12 · 153 added, 124 removed, 510 unchanged (35% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

As of September 30, 2025, and June 30, 2025

As of December 31, 2025, and June 30, 2025

(Dollars in thousands, except per share data)

September 30,

2025 June 30,

30 unchanged sentences

Common stock, $ 0.05 par value;

issued and outstanding, 2,461,270 and 2,435,981 common shares at September 30, 2025, and June 30, 2025, respectively

issued and outstanding, 2,498,778 and 2,435,981 common shares at December 31, 2025, and June 30, 2025, respectively

Additional paid-in capital 76,591 75,243

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

For the Three Months Ended September 30, 2025, and 2024

For the Three and Six Months Ended December 31, 2025, and 2024

(Dollars and shares in thousands, except per share amounts)

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Royalties $ 13,641 $ 14,840 $ 27,677 $ 30,486

8 unchanged sentences

Rent (Note 8)

3,598 2,149 6,821 3,213

Advertising fund expense 5,298 5,490 10,871 11,131

13 unchanged sentences

Income from discontinued operations (Note 3) — 7,439 — 8,396

Net income (loss) $ 1,356 $ ( 853 )

Net income (loss) per share:

Net income $ 456 $ 7,645 $ 1,812 $ 6,792

Net income per share:

Income (loss) from continuing operations $ 0.18 $ 0.09 $ 0.74 $ ( 0.68 )

Income from discontinued operations — 3.20 — 3.58

Net income (loss) per share (2) $ 0.56 $ ( 0.36 )

Net income per share (2) $ 0.18 $ 3.29 $ 0.74 $ 2.90

Income (loss) from continuing operations $ 0.16 $ 0.07 $ 0.64 $ ( 0.68 )

Income from discontinued operations — 2.63 — 3.58

Net income (loss) per share, diluted (2) $ 0.49 $ ( 0.36 )

Net income per share, diluted (2) $ 0.16 $ 2.71 $ 0.64 $ 2.90

Weighted average common and common equivalent shares outstanding:

8 unchanged sentences

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

For the Three Months Ended September 30, 2025, and 2024

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

For the Three and Six Months Ended December 31, 2025, and 2024

(Dollars in thousands)

Three Months Ended September 30,

Net income (loss) $ 1,356 $ ( 853 )

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Net income $ 456 $ 7,645 $ 1,812 $ 6,792

Foreign currency translation adjustments 218 ( 604 ) ( 71 ) ( 452 )

Comprehensive income (loss) $ 1,067 $ ( 701 )

Comprehensive income $ 674 $ 7,041 $ 1,741 $ 6,340

_______________________________________________________________________________

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

For the Three Months Ended September 30, 2025, and 2024

For the Three and Six Months Ended December 31, 2025, and 2024

(Dollars in thousands)

Three Months Ended September 30, 2025

Three Months Ended December 31, 2025

Common Stock Additional

1 unchanged sentence

Comprehensive

Income Retained Earnings Total

Shares Amount

Balance, September 30, 2025 2,461,270 $ 123 $ 76,110 $ 7,997 $ 103,321 $ 187,551

Net income — — — — 456 456

Foreign currency translation — — — 218 — 218

Exercise of stock options 13,564 1 315 — — 316

Stock-based compensation — — 307 — — 307

Net restricted stock activity 23,944 1 ( 141 ) — — ( 140 )

Balance, December 31, 2025 2,498,778 $ 125 $ 76,591 $ 8,215 $ 103,777 $ 188,708

Three Months Ended December 31, 2024

Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss) Accumulated Deficit Total

Shares Amount

Balance, September 30, 2024 2,282,395 $ 114 $ 69,972 $ 8,736 $ ( 22,424 ) $ 56,398

Net income — — — — 7,645 7,645

Foreign currency translation — — — ( 604 ) — ( 604 )

Stock-based compensation — — 330 — — 330

Net restricted stock activity 13,034 1 ( 52 ) — — ( 51 )

Common stock issued in connection with Alline acquisition (Note 13) 140,550 7 2,993 — — 3,000

Balance, December 31, 2024 2,435,979 $ 122 $ 73,243 $ 8,132 $ ( 14,779 ) $ 66,718

Six Months Ended December 31, 2025

Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss) Retained Earnings Total

7 unchanged sentences

Common stock issued in connection with warrant exercise 12,567 1 298 — — 299

Balance, September 30, 2025 2,461,270 $ 123 $ 76,110 $ 7,997 $ 103,321 $ 187,551

Three Months Ended September 30, 2024

Balance, December 31, 2025 2,498,778 $ 125 $ 76,591 $ 8,215 $ 103,777 $ 188,708

Six Months Ended December 31, 2024

Common Stock Additional

1 unchanged sentence

Comprehensive

Income Accumulated Deficit Total

Income (Loss) Accumulated Deficit Total

Shares Amount

Balance, June 30, 2024 2,279,948 $ 114 $ 69,660 $ 8,584 $ ( 21,571 ) $ 56,787

Net loss — — — — ( 853 ) ( 853 )

Net income — — — — 6,792 6,792

Foreign currency translation — — — ( 452 ) — ( 452 )

1 unchanged sentence

Net restricted stock activity 15,481 1 ( 75 ) — — ( 74 )

Balance, September 30, 2024 2,282,395 $ 114 $ 69,972 $ 8,736 $ ( 22,424 ) $ 56,398

Common stock issued in connection with Alline acquisition (Note 13) 140,550 7 2,993 — — 3,000

Balance, December 31, 2024 2,435,979 $ 122 $ 73,243 $ 8,132 $ ( 14,779 ) $ 66,718

_______________________________________________________________________________

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Three Months Ended September 30, 2025, and 2024

For the Six Months Ended December 31, 2025, and 2024

(Dollars in thousands)

Three Months Ended September 30,

Six Months Ended December 31,

Cash flows provided by (used in) operating activities:

Net income (loss) $ 1,356 $ ( 853 )

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

Net income $ 1,812 $ 6,792

Adjustments to reconcile net income to cash provided by operating activities:

Gain from sale of OSP (Note 3) — ( 8,396 )

9 unchanged sentences

Changes in operating assets and liabilities (1) ( 5,016 ) ( 8,382 )

Net cash provided by (used in) operating activities 2,283 ( 1,344 )

Net cash provided by operating activities 3,946 787

Cash flows (used in) provided by investing activities:

Capital expenditures ( 1,167 ) ( 444 )

Asset acquisitions, net of cash acquired and certain obligations assumed — ( 18,631 )

Proceeds from sale of OSP, net of fees — 8,463

Net cash (used in) provided by investing activities ( 395 ) 941

Net cash used in investing activities ( 1,167 ) ( 10,612 )

Cash flows (used in) provided by financing activities:

3 unchanged sentences

Debt refinancing fees ( 41 ) ( 814 )

Proceeds from issuance of common stock, net of offering costs 589 —

Proceeds from issuance of common stock in connection with warrant exercise 298 —

Proceeds from issuance of common stock for options exercised 606 —

Proceeds from issuance of long-term debt — 15,000

Taxes paid for shares withheld ( 161 ) ( 75 )

Net cash used in financing activities ( 1,278 ) ( 6,495 )

Net cash (used in) provided by financing activities ( 1,438 ) 7,673

Effect of exchange rate changes on cash and cash equivalents ( 2 ) ( 106 )

9 unchanged sentences

BASIS OF PRESENTATION OF UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The unaudited Condensed Consolidated Financial Statements of Regis Corporation (the Company) as of September 30, 2025, and for the three months ended September 30, 2025, and 2024, reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of September 30, 2025, and its consolidated results of operations, comprehensive income (loss), shareholders' equity and cash flows for the interim periods.

The unaudited Condensed Consolidated Financial Statements of Regis Corporation (the Company) as of December 31, 2025, and for the three and six months ended December 31, 2025, and 2024, reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of December 31, 2025, and its consolidated results of operations, comprehensive income, shareholders' equity and cash flows for the interim periods.

Adjustments consist only of normal recurring items, except for any discussed in the notes below.

6 unchanged sentences

Refer to Note 13 to the unaudited Condensed Consolidated Financial Statements for additional information regarding the acquisition.

The Company’s financial results for the three months ended September 30, 2025, include the results of Alline.

The Company’s financial results for the three and six months ended December 31, 2025, and 2024, include the results of Alline subsequent to the acquisition date, December 19, 2024.

Acquisition-related costs of $ 1.2 million were incurred during the three and six months ended December 31, 2024, and primarily represent third-party consulting and legal expenses associated with the acquisition of Alline completed on December 19, 2024.

These costs were recorded within general and administrative expenses on the December 31, 2024, unaudited Condensed Consolidated Statement of Operations.

The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

An interim impairment analysis was not required in the three months ended September 30, 2025.

An interim impairment analysis was not required in the six months ended December 31, 2025.

As further described in Note 13 of these unaudited Condensed Consolidated Financial Statements, the acquisition of Alline resulted in recognition of approximately $ 10.3 million in goodwill, which was assigned to the company-owned operating segment.

As of September 30, 2025, and June 30, 2025, the franchise reporting unit had goodwill of $ 172.8 million and $ 173.2 million, respectively, and the company-owned reporting unit had goodwill of $ 10.3 million.

As of December 31, 2025, and June 30, 2025, the franchise reporting unit had goodwill of $ 173.1 million and the company-owned reporting unit had goodwill of $ 10.3 million.

Tax Benefits Preservation Plan:

12 unchanged sentences

The Company is currently evaluating the impact this new guidance will have on its annual disclosures for the current fiscal year.

In November 2024, the FASB issued the ASC 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement of Expenses" which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses.

In November 2024, the FASB issued ASU 2024-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement of Expenses" which requires additional disclosure of the nature of expenses included in the income statement in response to requests from investors for more information about an entity’s expenses.

The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as disclosures about selling expenses.

3 unchanged sentences

The Company is currently evaluating the impact this new guidance will have on its financial statements and disclosures.

In July 2025, the FASB issued the ASC 2025-05 "Financial Instruments—Credit Losses (Topic 326):

In July 2025, the FASB issued ASU 2025-05 "Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets." The ASU includes amendments which provide entities with a practical expedient to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the assets, effectively simplifying credit loss estimations for certain situations.

9 unchanged sentences

Franchise fees are billed and received upon the signing of the franchise agreement.

Recognition of these fees is deferred until the salon opens and typically recognized over 10 years .

Recognition of these fees is deferred until the salon opens and typically recognized over 10 years , but is recognized immediately when a salon is acquired by Regis or closed.

Franchise rental income is a result of the Company signing leases on behalf of franchisees and entering into sublease arrangements with the franchisees.

7 unchanged sentences

Information about receivables, broker fees, and deferred revenue subject to the revenue recognition guidance is as follows:

September 30,

2025 June 30,

14 unchanged sentences

The following table is a rollforward of the allowance for credit losses for the periods indicated:

Three Months Ended September 30,

Six Months Ended December 31,

(Dollars in thousands)

11 unchanged sentences

The following table is a rollforward of the broker fee balance for the periods indicated:

Three Months Ended September 30,

Six Months Ended December 31,

(Dollars in thousands)

3 unchanged sentences

Balance at end of period $ 5,040 $ 6,992

________________________________________________________________________________________

(1) Broker fees of $ 0.9 million were written off in connection with the Alline acquisition for the six months ended December 31, 2024.

Deferred revenue includes the gift card liability and deferred franchise fees for unopened salons and open salons.

Deferred franchise fees related to open salons are generally recognized on a straight-line basis over the term of the franchise agreement.

Franchise fee revenue for the three months ended September 30, 2025, and 2024, was $ 1.0 million and $ 1.6 million, respectively.

Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of September 30, 2025, is as follows (dollars in thousands):

Deferred franchise fees related to open salons are generally recognized on a straight-line basis over the term of the franchise agreement, but is recognized immediately when a salon is acquired by Regis or closed.

Franchise fee revenue for the three months ended December 31, 2025, and 2024, was $ 1.0 million and $ 2.1 million, respectively, and for the six months ended December 31, 2025, and 2024, was $ 2.0 million and $ 3.7 million, respectively.

Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of December 31, 2025, is as follows (dollars in thousands):

Remainder of 2026 $ 1,780

4 unchanged sentences

As a result of the sale, the Company classified the OSP business as discontinued operations in the financial statements for all periods presented.

The Company received no proceeds from the sale in the three months ended September 30, 2025.

In the three months ended September 30, 2024, the Company received $ 1.0 million of proceeds related to the number of salons migrating to Soham's Zenoti product.

The Company received no proceeds from the sale in the three and six months ended December 31, 2025.

During the three and six months ended December 31, 2024, the Company received $ 7.5 million and $ 8.5 million, respectively, of proceeds related to the number of salons migrating to Soham's Zenoti product.

Income taxes have been allocated to continuing and discontinued operations based on the methodology required by accounting for income taxes guidance.

There was no tax impact in the prior year quarter, due to a valuation allowance.

Cash provided by operations includes $ 1.0 million of cash from discontinued operations in the prior year period.

There was no tax impact in the prior year periods, due to a valuation allowance.

Cash provided by (used in) investing activities for the six months ended December 31, 2024, includes $ 8.5 million of cash from discontinued operations.

SHAREHOLDERS' EQUITY:

Authorized Shares and Designation of Preferred Class:

The Company has 5.0 million shares of capital stock authorized, par value $ 0.05 , of which all outstanding shares, and shares available under the Stock Option Plans, have been designated as common stock.

Stock-Based Employee Compensation:

During the three months ended September 30, 2025, and 2024, the Company granted restricted stock units as follows:

Three Months Ended September 30,

During the three and six months ended December 31, 2025, and 2024, the Company granted restricted stock units as follows:

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

Restricted stock units (RSUs) 15,605 78,800 39,705 78,800

The RSUs granted during the three months ended September 30, 2025, vest in equal amounts over a three-year period subsequent to the grant date.

Total compensation cost for stock-based payment arrangements totaling $ 0.6 million and $ 1.4 million for the three months ended September 30, 2025, and 2024, respectively, was recorded within general and administrative on the Condensed Consolidated Statements of Operations.

The RSUs granted during the three and six months ended December 31, 2025, and 2024, vest after one year or in equal amounts over a three-year period subsequent to the grant date.

Total compensation cost for stock-based payment arrangements totaling $ 0.3 million and $ 0.2 million, and $ 0.9 million and $ 1.6 million for the three and six months ended December 31, 2025, and 2024, respectively, was recorded within general and administrative on the Condensed Consolidated Statements of Operations.

Stock Warrants Issued in Connection with Long-Term Debt:

11 unchanged sentences

Based in part upon the representations of each holder in each warrant, the offering and sale of each warrant is exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

The combined value of these warrants was valued at $ 2.8 million using a relative fair value method and accounted for through additional paid-in capital.

The combined value of these warrants was valued at $ 2.8 million using a relative fair value method and accounted for through additional paid-in capital upon issuance.

Further, the related financing fees incurred as a result of warrant issuance are recorded through a contra-equity account and amounted to $ 0.2 million.

3 unchanged sentences

provided, that the volume weighted average price on the trading day immediately preceding the date the Company delivers a written call notice to a holder exceeds $ 68.17 .

As of September 30, 2025, the Company has no intention of exercising either call provision.

As of December 31, 2025, the Company has no intention of exercising either call provision.

The Company will reassess this intention on a quarterly basis.

3 unchanged sentences

and (ii) a warrant to purchase up to an additional 35,000 shares of Common Stock, at an exercise price of $ 24.20 per share (the Coverage Warrant).

The Coverage Warrant is eligible to vest proportionally to the extent the Initial Warrant is exercised, and, to the extent vested, will remain exercisable until August 1, 2028.

At issuance, the fair value of these warrants was determined to be $ 0.5 million using the Black-Scholes model as described below.

The warrant is not remeasured in future periods as it meets the conditions for equity classification.

The Coverage Warrant is eligible to vest proportionally to the extent the Initial Warrant is exercised, and, to the extent vested, will remain exercisable until August 1, 2028.

The Company valued the warrants, based on a Black-Scholes Option Pricing Method, using the life of the warrants as the expected term, expected volatility of 177 % , a risk-free interest rate of 4.03 %, and a forfeiture rate of 38.8 % under the assumption that only $ 0.3 million of the Initial Warrant would be exercised.

The Company valued the warrants, based on a Black-Scholes model, using the life of the warrants as the expected term, expected volatility of 177 % , a risk-free interest rate of 4.03 %, and a forfeiture rate of 38.8 % under the assumption that only $ 0.3 million of the Initial Warrant would be exercised.

On September 11, 2025, Forum3 Inc.

exercised $ 300,000 of the Initial Warrant at the 10 -day average closing price of $ 23.87 per share for a total of 12,567 shares.

The remaining $ 190,000 of the Initial Warrant expired on October 31, 2025.

INCOME TAXES:

A summary of the income tax (expense) benefit and corresponding effective tax rate is as follows:

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(Dollars in thousands)

1 unchanged sentence

Effective tax rate 68.7 % 39.8 % 45.9 % 5.3 %

The Company’s effective tax rate differed from the U.S.

federal statutory tax rate primarily due to the impact of non-deductible items, certain nonrecurring discrete tax items, and the impact of tax credits.

The income tax provision for the quarter ended September 30, 2025, is primarily a non-cash deferred tax expense, which is no longer offset by a valuation allowance as a result of the valuation allowance release that occurred for the year ended June 30, 2025.

The increase in the Company’s effective tax rate for the three and six months ended December 31, 2025, primarily relates to the change in the Company's valuation allowance position during the year ended June 30, 2025, current period discrete tax expense related to share-based compensation, and the impact of tax credits.

The income tax provision for the three and six months ended December 31, 2025, is primarily a non-cash deferred tax expense, which is no longer offset by a valuation allowance as a result of the valuation allowance release that occurred for the year ended June 30, 2025.

On July 4, 2025, legislation known as the One Big Beautiful Bill Act (OBBBA) was signed into law.

The OBBBA makes changes to the United States corporate income tax system, including, among other provisions, the modification of the limitation on business interest deductions under Section 163(j) of the Code, 100 percent bonus depreciation on qualified property and expansion of the 45B FICA Tip Tax Credit provisions applicable to the beauty salon industry.

The impacts of the OBBBA are reflected in our results for the quarter ended September 30, 2025.

The impacts of the OBBBA are reflected in our results for the three and six months ended December 31, 2025.

With limited exceptions, due to net operating loss carryforwards, our federal, state, and foreign tax returns are open to examination for all years since 2014, 2013, and 2016, respectively.

8 unchanged sentences

The table below reconciles the cash and cash equivalents balances and restricted cash balances recorded within other current assets on the Condensed Consolidated Balance Sheets to the amount of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Statements of Cash Flows:

September 30,

2025 June 30,

9 unchanged sentences

The original terms range from one to 11 years with many leases renewable for an additional five to 10-year term at the option of the Company.

In addition to the obligation to make fixed rental payments for the use of the salons, the Company also has variable lease payments that are based on sales levels.

In addition to the obligation to make fixed rental payments for the use of the salons, the Company has variable lease payments that are based on sales levels.

For most leases, the Company is required to pay real estate taxes and other occupancy expenses.

Total rent includes the following:

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(Dollars in thousands)

6 unchanged sentences

_______________________________________________________________________________

(1) Rental income associated with the sublease of the corporate office space is recorded in other income and was $ 0.3 million and $ 0.2 million for the three months ended September 30, 2025, and 2024, respectively.

(1) Rental income associated with the sublease of the corporate office space is recorded in other income and was $ 0.3 million for both three month periods ended December 31, 2025, and 2024, and $ 0.6 million for both six month periods ended December 31, 2025, and 2024.

(2) Costs incurred to exit salons before the lease end date in order to relieve the Company of future lease obligations.

1 unchanged sentence

In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired.

(4) Includes rent related to the Alline salons acquired in December 2024.

(4) Includes rent related to the salons acquired in the December 2024 Alline acquisition.

The Company leases salon premises in which the majority of its franchisees operate and has entered into corresponding sublease arrangements with franchisees.

1 unchanged sentence

The Company records the rental payments due from franchisees as franchise rental income and the corresponding amounts owed to landlords as franchise rent expense on the Condensed Consolidated Statements of Operations.

For the three months ended September 30, 2025, and 2024, franchise rental income and franchise rent expense were $ 17.4 million and $ 21.6 million, respectively.

For the three and six months ended December 31, 2025, and 2024, franchise rental income and franchise rent expense were $ 17.2 million and $ 20.0 million, and $ 34.6 million and $ 41.7 million, respectively.

These leases generally have lease terms of approximately five years .

8 unchanged sentences

The Company uses the portfolio approach in applying the discount rate based on the original expected lease term.

The weighted average remaining lease term was 4.73 and 4.68 years, and the weighted average discount rate was 6.61 % and 6.45 % for all salon operating leases as of September 30, 2025, and June 30, 2025, respectively.

As of September 30, 2025, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):

The weighted average remaining lease term was 4.71 and 4.68 years, and the weighted average discount rate was 6.73 % and 6.45 % for all salon operating leases as of December 31, 2025, and June 30, 2025, respectively.

As of December 31, 2025, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):

Fiscal Year Leases for Franchise Salons Leases for Company-owned Salons Corporate Leases Total Operating Lease Payments Sublease Income to be Received from Franchisees Net Rent Commitments

12 unchanged sentences

The Company's debt consists of the following:

Three Months Ended September 30, 2025 Fiscal Year Balance at

September 30, 2025 Balance at

Six Months Ended December 31, 2025 Fiscal Year

December 31, 2025 Balance at

June 30, 2025

12 unchanged sentences

The interest rate applicable to any letter of credit is 5.25 % and paid currently in cash.

In June 2024, the Company entered into a new credit agreement (the 2024 Credit Agreement).

The 2024 Credit Agreement includes a $ 105.0 million term loan and a $ 25.0 million revolving credit facility, with a $ 10.0 million minimum liquidity covenant and is set to expire June 24, 2029.

The Company incurred $ 14.2 million of refinancing fees (including $ 3.9 million of Original Issue Discount fee) that will be amortized on a straight-line basis over the term of the agreement.

The 2024 Credit Agreement is considered a troubled debt restructuring, which resulted in a $ 94.6 million ($ 39.83 per weighted average diluted share) gain on the extinguishment of the prior agreement.

Any unamortized financing fees that existed at the date of the new agreement were written off upon the signing date of the 2024 Credit Agreement.

On December 19, 2024, the Company amended the 2024 Credit Agreement for an additional $ 15.0 million in long-term debt in the form of a term loan (the 2024 Credit Agreement Amendment).

(2) Deferred financing fees, inclusive of $ 4.3 million of Original Issue Discount fees, are amortized on a straight-line basis over the term of the agreement.

The Company's credit agreement, as amended, (the 2024 Credit Agreement) includes a $ 120.0 million term loan and a $ 25.0 million revolving credit facility, with a $ 10.0 million minimum liquidity covenant, is secured by the Company's assets, and expires June 24, 2029.

The June 2024 refinancing was considered a troubled debt restructuring, which resulted in a $ 94.6 million ($ 39.83 per weighted average diluted share) gain on the extinguishment of the prior agreement.

Any unamortized financing fees that existed at the date of the new agreement were written off.

In connection with the 2024 Credit Agreement, the Company issued detachable stock warrants to the debt lenders.

The Company issued additional warrants to affiliates of TCW Asset Management Company, LLC, and Asilia Investments in connection with the 2024 Credit Agreement Amendment.

See Note 4 for additional details.

The term loan was provided on the same terms as the original term loan, with respect to maturity and interest rate margins.

The $ 15.0 million in proceeds were used as consideration for the Alline Acquisition.

The Company incurred $ 0.4 million of Original Issue Discount fee that will be amortized on a straight-line basis over the term of the agreement.

As of September 30, 2025, the Company had outstanding standby letters of credit under the revolving credit facility of $ 6.0 million, primarily related to the Company's self-insurance program.

As of September 30, 2025, total available liquidity, net of the $ 10.0 million minimum liquidity covenant, and available credit under the $ 25.0 million revolving credit facility, as defined by the amended agreement, were $ 25.5 million and $ 19.0 million, respectively.

The Company was in compliance with its covenants and other requirements of the financing arrangements as of September 30, 2025.

The Company's assets serve as collateral to the 2024 Credit Agreement.

As of December 31, 2025, the Company had outstanding standby letters of credit under the revolving credit facility of $ 6.0 million, primarily related to the Company's self-insurance program.

As of December 31, 2025, total available liquidity, net of the $ 10.0 million minimum liquidity covenant, and available credit under the $ 25.0 million revolving credit facility, as defined by the amended agreement, were $ 27.4 million and $ 19.0 million, respectively.

The Company was in compliance with its covenants and other requirements of the financing arrangements as of December 31, 2025.

The interest rate on the 2024 Credit Agreement is based on the secured overnight financing rate (SOFR) plus margin.

The margin applicable to the 2024 Credit Agreement is subject to change based on the Company's total leverage ratio, remeasured annually on a predetermined date set by the lender.

When the Company's total leverage ratio is greater than or equal to 3.75 to 1.00, the margin applicable to the new term loan and revolving credit facility is 9.00 %.

The margin is subject to change based on the Company's total leverage ratio, remeasured annually on a predetermined date set by the lender.

When the Company's total leverage ratio is greater than or equal to 3.75 to 1.00, the margin applicable to the term loan and revolving credit facility is 9.00 %.

If the Company's leverage ratio is less than 3.75 to 1.00, the margin rate is 8.50 %.

2 unchanged sentences

The interest rate applicable to any letter of credit is 5.25 % and paid currently in cash.

The 2024 Credit Agreement includes scheduled payments totaling $ 1.1 million in fiscal year 2026, payable quarterly.

In fiscal years 2027, 2028 and 2029, scheduled payments total $ 3.0 million.

Additionally, excess cash is swept annually per the terms of the agreement and there is a balloon payment required upon maturity of the agreement in 2029.

In the three months ended September 30, 2025, the Company paid $ 1.5 million to satisfy the annual mandatory prepayment of 75 % of excess cash flow as defined in the 2024 Credit Agreement.

The 2024 Credit Agreement includes scheduled quarterly payments totaling $ 1.1 million in fiscal year 2026 and $ 3.0 million in each of fiscal years 2027, 2028 and 2029, plus a balloon payment at maturity.

Additionally, excess cash is swept annually per the terms of the agreement.

In the six months ended December 31, 2025, the Company paid $ 1.5 million to satisfy the annual mandatory prepayment of 75 % of excess cash flow as defined in the 2024 Credit Agreement.

This amount was applied as a prepayment of the term loan and reduced the Company's unrestricted cash balance accordingly.

5 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of September 30, 2025, and June 30, 2025, the estimated fair value of the Company's cash, cash equivalents, restricted cash, receivables, inventory, deferred compensation assets, accounts payable and debt approximated their carrying values.

As of December 31, 2025, and June 30, 2025, the estimated fair value of the Company's cash, cash equivalents, restricted cash, receivables, inventory, deferred compensation assets, accounts payable and debt approximated their carrying values.

The Company recorded the estimated fair value of the contingent consideration liability assumed with the acquisition of Alline.

1 unchanged sentence

The earn-out liability is adjusted at fair value quarterly until settled utilizing the Monte Carlo simulation, and changes in fair value are reported in our Condensed Consolidated Statements of Operations.

As of September 30, 2025, management's revised estimates indicated a fair value of zero dollars.

As of December 31, 2025, management's revised estimates indicated a fair value of zero dollars.

The change in the earn-out liability measured at fair value using significant unobservable inputs (Level 3) is as follows:

2 unchanged sentences

gain on earn-out liability 1,000

Earn-out liability at September 30, 2025

Earn-out liability at December 31, 2025

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

2 unchanged sentences

EARNINGS PER SHARE:

The Company's basic earnings per share is calculated as net income (loss) divided by weighted average common shares outstanding, excluding unvested outstanding stock options (SOs), stock appreciation rights (SARs), restricted stock units (RSUs), and stock-settled performance units (PSUs).

The Company's diluted earnings per share is calculated as net income (loss) divided by weighted average common shares and common share equivalents outstanding, which includes shares issued under the Company's stock-based compensation plans and warrants issued in connection with the Company's credit and consulting services agreements.

The Company's basic earnings per share is calculated as net income divided by weighted average common shares outstanding, excluding unvested outstanding stock options (SOs), stock appreciation rights (SARs), restricted stock units (RSUs), and stock-settled performance units (PSUs).

The Company's diluted earnings per share is calculated as net income divided by weighted average common shares and common share equivalents outstanding, which includes shares issued under the Company's stock-based compensation plans and warrants issued in connection with the Company's credit and consulting services agreements.

Stock-based awards with exercise prices greater than the average market price of the Company's common stock are excluded from the computation of diluted earnings per share.

1 unchanged sentence

The following table sets forth the presentation of shares outstanding used in the calculation of basic and diluted earnings per share (EPS):

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(Shares in thousands)

15 unchanged sentences

Financial information concerning the Company's reportable operating segments is shown in the tables below.

Three Months Ended September 30, 2025

(Dollars in thousands)

Franchise Company-owned Consolidated

Three Months Ended December 31, 2025 Six Months Ended December 31, 2025

(Dollars in thousands) (Dollars in thousands)

Franchise Company-owned Consolidated Franchise Company-owned Consolidated

Total revenue $ 37,929 $ 19,188 $ 57,117 $ 76,676 $ 39,399 $ 116,075

11 unchanged sentences

Financial information reconciling the Company's reportable operating segments Operating income to Adjusted EBITDA is shown in the table below.

Three Months Ended September 30, 2025

(Dollars in thousands)

Franchise Company-owned Consolidated

Three Months Ended December 31, 2025 Six Months Ended December 31, 2025

(Dollars in thousands) (Dollars in thousands)

Franchise Company-owned Consolidated Franchise Company-owned Consolidated

Operating income $ 5,098 $ 1,099 $ 6,197 $ 10,069 $ 2,049 $ 12,118

1 unchanged sentence

Other, net 517 — 517 759 — 759

Gain on earn-out liability 1,000 — 1,000

Stock-based compensation expense 280 — 280 910 — 910

2 unchanged sentences

_______________________________________________________________________________

(1) Discrete items include one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees and asset retirement obligation costs.

Three Months Ended September 30, 2024

(Dollars in thousands)

Franchise Company-owned Consolidated

Three Months Ended December 31, 2024 Six Months Ended December 31, 2024

(Dollars in thousands) (Dollars in thousands)

Franchise Company-owned Consolidated Franchise Company-owned Consolidated

Total revenue $ 43,269 $ 3,450 $ 46,719 $ 88,544 $ 4,235 $ 92,779

7 unchanged sentences

Unallocated expenses, net 2,148 ( 839 )

Total net loss $ ( 853 )

Total net income $ 7,645 $ 6,792

Segment adjusted EBITDA $ 6,414 $ 725 $ 7,139 $ 14,400 $ 376 $ 14,776

2 unchanged sentences

Financial information reconciling the Company's reportable operating segments Operating income (loss) to Adjusted EBITDA is shown in the table below.

For the Three Months Ended September 30, 2024

(Dollars in thousands)

Franchise Company-owned Consolidated

Three Months Ended December 31, 2024 Six Months Ended December 31, 2024

(Dollars in thousands) (Dollars in thousands)

Franchise Company-owned Consolidated Franchise Company-owned Consolidated

Operating income (loss) $ 6,138 $ ( 641 ) $ 5,497 $ 8,718 $ ( 1,087 ) $ 7,631

6 unchanged sentences

_______________________________________________________________________________

The Franchise reportable operating segment is comprised of franchise salons located mainly in strip center locations and Walmart stores.

3 unchanged sentences

Company-owned salons offer high quality, convenient and value priced hair care and beauty services and retail products.

Supercuts, Cost Cutters and other regional trade names operating in the U.S.

Supercuts, Cost Cutters and Holiday Hair operating in the U.S.

are generally within the company-owned salons segment.

1 unchanged sentence

The Company's reportable operating segments consisted of the following salons:

September 30,

2025 June 30,

17 unchanged sentences

The transaction provides Regis with a turn-key operating infrastructure and gets the Company closer to salon operations alongside franchisees and the salon portfolio provides a testing ground for brand and operational initiatives.

The transaction terminated the existing franchise arrangements between Regis and Alline, which resulted in the Company recognizing a loss of $ 0.2 million upon settlement, which is included in the unaudited Condensed Consolidated Statements of Operations as a component of operating income for the three and six months ended December 31, 2024.

The acquisition was accounted for as a business combination with the purchase price allocated using information available as of December 19, 2024.

1 unchanged sentence

As of June 30, 2025, the purchase price and related allocation were revised as a result of additional information obtained and revisions to the provisional estimates of fair value, including, but not limited to, the completion of independent appraisals and valuations related to property and equipment, intangible assets, right of use assets and corresponding lease obligations.

There were no adjustments made to these allocations in the three months ended September 30, 2025.

There were no adjustments made to these allocations in the three and six months ended December 31, 2025.

The fair value of total consideration transferred by the Company upon acquisition is $ 22.6 million, as detailed below.

10 unchanged sentences

Regis recognized a fair value of $ 1.0 million as of June 30, 2025, which is included in other noncurrent liabilities in the Consolidated Balance Sheets in the Company's Annual Report on Form 10-K for the year ended June 30, 2025.

As of September 30, 2025, the Company determined the value of the contingent consideration arrangement is $ 0 , and recognized a gain on earn-out liability of $ 1.0 million in our Condensed Consolidated Statements of Operations for the three months ended September 30, 2025.

As of December 31, 2025, the Company determined the value of the contingent consideration arrangement is $ 0 and recognized a gain on earn-out liability of $ 1.0 million in our Condensed Consolidated Statements of Operations for the six months ended December 31, 2025.

4-Wall EBITDA is defined as earnings before interest, tax, depreciation and amortization and excluding corporate general and administrative expenses for acquired salons.

The earn-out liability is adjusted at fair value quarterly until settled utilizing the Monte Carlo simulation, and changes in fair value will be reported in our Condensed Consolidated Statements of Operations.

The earn-out liability is adjusted at fair value quarterly, as needed, until settled utilizing the Monte Carlo simulation, and changes in fair value will be reported in our Condensed Consolidated Statements of Operations.

Refer to Note 10 to the Condensed Consolidated Financial Statements for additional information regarding the valuation.

The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed as of the acquisition date:

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date:

(Dollars in thousands)

9 unchanged sentences

_______________________________________________________________________________

(1) Preliminary Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

(1) Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

Specifically, the goodwill that will be recorded as part of the acquisition of Alline includes the following:

3 unchanged sentences

All the goodwill related to the acquisition of Alline is related to our company-owned operating segment.

The Company has obtained all the information required to finalize the valuation of the assets acquired and liabilities assumed, except for information related to certain assumed liabilities.

As such, we expect that goodwill could change from the amount noted above.

(2) Intangible assets includes $ 2.4 million related to the preliminary fair value of reacquired rights and $ 1.4 million related to the fair value of favorable leasehold interests, net.

(2) Intangible assets includes $ 2.4 million related to the fair value of reacquired rights and $ 1.4 million related to the fair value of favorable leasehold interests, net.

The reacquired rights were valued using a form of the income approach where the asset's value is determined by its ability to generate future cash flows by isolating and discounting the cash flows attributable to the asset.

4 unchanged sentences

The following table provides revenues and operating income from Alline that are included in our Condensed Consolidated Financial Statements:

Three Months Ended September 30, 2025

Three Months Ended December 31, Six Months Ended December 31,

2025 2024 2025 2024

(Dollars in thousands)

2 unchanged sentences

The following table presents pro forma information as if the Alline acquisition had occurred on July 1, 2024:

Three months ended September 30,

(Dollars in thousands)

Three Months Ended December 31, 2024 Six Months Ended December 31, 2024

Total revenues $ 62,161 $ 125,719

1 unchanged sentence

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.

What changed 10-Q

Item 1. Financial Statements