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Item 1. Financial Statements

2026-05-13 compared with 2026-02-05 · 120 added, 129 removed, 534 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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

As of March 31, 2026, and June 30, 2025

(Dollars in thousands, except per share data)

31 unchanged sentences

Common stock, $ 0.05 par value;

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

issued and outstanding, 2,498,778 and 2,435,981 common shares at March 31, 2026, and June 30, 2025, respectively

Additional paid-in capital 76,831 75,243

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

For the Three and Nine Months Ended March 31, 2026, and 2025

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

44 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

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

For the Three and Nine Months Ended March 31, 2026, and 2025

(Dollars in thousands)

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

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

For the Three and Nine Months Ended March 31, 2026, and 2025

(Dollars in thousands)

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Common Stock Additional

1 unchanged sentence

Comprehensive

Income Retained Earnings Total

Income (Loss) Retained Earnings Total

Shares Amount

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

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

Net income — — — — 735 735

Foreign currency translation — — — ( 233 ) — ( 233 )

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

Stock-based compensation — — 240 — — 240

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

Balance, March 31, 2026 2,498,778 $ 125 $ 76,831 $ 7,982 $ 104,512 $ 189,450

Three Months Ended March 31, 2025

Common Stock Additional

1 unchanged sentence

Comprehensive

Income (Loss) Accumulated Deficit Total

Income Accumulated Deficit Total

Shares Amount

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

Balance, December 31, 2024 2,435,981 $ 122 $ 73,243 $ 8,132 $ ( 14,779 ) $ 66,718

Net income — — — — 250 250

1 unchanged sentence

Stock-based compensation — — 383 — — 383

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

Stock warrants issued in connection with debt — — 1,252 — — 1,252

Balance, March 31, 2025 2,435,981 $ 122 $ 74,878 $ 8,173 $ ( 14,529 ) $ 68,644

Nine Months Ended March 31, 2026

Common Stock Additional

10 unchanged sentences

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

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

Six Months Ended December 31, 2024

Balance, March 31, 2026 2,498,778 $ 125 $ 76,831 $ 7,982 $ 104,512 $ 189,450

Nine Months Ended March 31, 2025

Common Stock Additional

9 unchanged sentences

Common stock issued in connection with Alline acquisition (Note 13) 140,552 7 2,993 — — 3,000

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

Stock warrants issued in connection with debt — — 1,252 — — 1,252

Balance, March 31, 2025 2,435,981 $ 122 $ 74,878 $ 8,173 $ ( 14,529 ) $ 68,644

_______________________________________________________________________________

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

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

For the Nine Months Ended March 31, 2026, and 2025

(Dollars in thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

Cash flows provided by (used in) operating activities:

29 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 46 ) ( 92 )

Increase (decrease) in cash, cash equivalents, and restricted cash 1,339 ( 2,258 )

Increase in cash, cash equivalents, and restricted cash 5,751 3,196

Cash, cash equivalents, and restricted cash:

1 unchanged sentence

End of period $ 40,956 $ 32,508

Supplemental non-cash disclosure

Stock issued in connection with Alline Acquisition $ — $ 3,000

_______________________________________________________________________________

4 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 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.

The unaudited Condensed Consolidated Financial Statements of Regis Corporation (the Company) as of March 31, 2026, and for the three and nine months ended March 31, 2026, and 2025, reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of March 31, 2026, 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 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’s financial results for the three and nine months ended March 31, 2026, and 2025, include the results of Alline subsequent to the acquisition date, December 19, 2024.

Acquisition-related costs of $ 0.2 million and $ 1.4 million were incurred during the three and nine months ended March 31, 2025, respectively, 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 March 31, 2025, 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 six months ended December 31, 2025.

An interim impairment analysis was not required in the nine months ended March 31, 2026.

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 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:

On January 28, 2024, the Board authorized and declared a dividend of one preferred stock purchase right (a Right) for each outstanding share of common stock.

The dividend was payable on February 9, 2024, (the Record Date) to the holders of record of shares of common stock as of the close of business on the Record Date.

The description and terms of the Rights are set forth in a Tax Benefits Preservation Plan (the Plan), dated as of January 29, 2024, as the same may be amended from time to time between the Company and Equiniti Trust Company, LLC, as Rights Agent.

On January 27, 2025, the Company entered into Amendment No.

1 to the Plan, extending the expiration date of the Plan from January 29, 2025, to January 29, 2028 (the Extension).

Pursuant to the terms of the Plan, the Company submitted the Extension to its shareholders for ratification at the October 28, 2025 annual shareholders meeting, and the shareholders ratified the Plan.

The Rights and the Plan will now expire on the earliest of (i) the close of business on January 29, 2028 (or such later date as may be established by the Board of Directors prior to the expiration date as long as the Extension is submitted to the shareholders of the Company for ratification at the next annual or special meeting of shareholders succeeding such extension), (ii) the time at which the Rights are redeemed or exchanged pursuant to the Plan, (iii) the time at which the Rights (other than Rights owned by an Acquiring Person, as defined by the Plan) are exchanged pursuant to the Plan, (iv) the repeal of Section 382 of the U.S.

Internal Revenue Code of 1982, as amended (the Code), or any successor statute if the Board determines that the Plan is no longer necessary or desirable for the preservation of certain unrecognized tax benefits, or (v) the beginning of a taxable year to which the Board determines that no tax benefits may be carried forward.

As of March 31, 2026, and June 30, 2025, the franchise reporting unit had goodwill of $ 172.8 million and $ 173.1 million, respectively, and the company-owned reporting unit had goodwill of $ 10.3 million.

The Company, as a guarantor, is required to recognize, at inception of the guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee.

See Note 8 for further discussion of such obligations guaranteed.

Recently Issued Accounting Standards Not Yet Adopted:

4 unchanged sentences

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.

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

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

14 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 , but is recognized immediately when a salon is acquired by Regis or closed.

Recognition of these fees is deferred until the salon opens and typically recognized over 10 years , but is evaluated for immediate revenue recognition 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.

23 unchanged sentences

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

Six Months Ended December 31,

Nine Months Ended March 31,

(Dollars in thousands)

3 unchanged sentences

Recoveries ( 1,209 ) ( 1,495 )

Other 33 ( 68 )

Write-offs ( 1,058 ) ( 2,755 )

4 unchanged sentences

Broker fees are the costs associated with using external brokers to identify new franchisees.

These fees are paid upon the signing of the franchise agreement and recognized as general and administrative expense over the term of the franchise agreement in the Condensed Consolidated Statements of Operations.

These fees are paid upon the signing of the franchise agreement, capitalized, and expensed over the term of the franchise agreement as general and administrative expense in the Condensed Consolidated Statements of Operations.

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

Six Months Ended December 31,

Nine Months Ended March 31,

(Dollars in thousands)

4 unchanged sentences

________________________________________________________________________________________

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

(1) Broker fees of $ 0.9 million were written off in connection with the Alline acquisition for the nine months ended March 31, 2025.

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, 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):

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

Franchise fee revenue for the three months ended March 31, 2026, and 2025, was $ 1.0 million and $ 1.8 million, respectively, and for the nine months ended March 31, 2026, and 2025, was $ 3.0 million and $ 5.5 million, respectively.

Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of March 31, 2026, is as follows (dollars in thousands):

Remainder of 2026 $ 863

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 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.

The Company received no proceeds from the sale in the three and nine months ended March 31, 2026.

During the three and nine months ended March 31, 2025, the Company received zero dollars 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 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.

There was no tax impact recorded for the three and nine months ended March 31, 2025, due to a valuation allowance.

Cash provided by (used in) investing activities for the nine months ended March 31, 2025, includes $ 8.5 million of cash from discontinued operations.

SHAREHOLDERS' EQUITY:

2 unchanged sentences

Stock-Based Employee Compensation:

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,

During the three and nine months ended March 31, 2026, and 2025, the Company granted restricted stock units as follows:

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

Restricted stock units (RSUs) 17,239 3,002 56,944 81,802

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.

The RSUs granted during the three and nine months ended March 31, 2026, and 2025, 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 $( 0.2 ) million and $ 0.4 million, and $ 0.7 million and $ 2.0 million for the three and nine months ended March 31, 2026, and 2025, respectively, was recorded within general and administrative on the Condensed Consolidated Statements of Operations.

Stock Warrants Issued in Connection with Long-Term Debt:

1 unchanged sentence

Pursuant to the warrants, the holders can purchase up to an aggregate 407,542 shares of common stock of the Company, par value $ 0.05 per share (Common Stock), at an exercise price equal to $ 7.00 per share.

The warrants are exercisable for a seven-year period beginning June 24, 2024.

The warrants may also be exercised on a cashless basis under certain circumstances under the agreement.

In December 2024, the Company amended the 2024 Credit Agreement.

1 unchanged sentence

In connection with this amendment, the warrant holders can purchase up to an aggregate 64,372 shares of Common Stock, at an exercise price equal to $ 23.86 per share.

The warrants are exercisable for a seven-year period beginning December 19, 2024.

The warrants are exercisable for a seven-year period beginning June 24, 2024, and December 19, 2024, respectively.

The warrants may also be exercised on a cashless basis if, at the time of exercise, there is no effective registration statement registering, or the prospectus therein is not available for, the issuance of the shares of Common Stock underlying the warrants.

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

As of March 31, 2026, the Company has no intention of exercising either call provision.

The Company will reassess this intention on a quarterly basis.

10 unchanged sentences

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

Tax Benefits Preservation Plan:

The Company adopted a Tax Benefits Preservation Plan (the Plan) intended to help protect the availability of certain tax attributes (including net operating loss carryforwards) by deterring acquisitions of the Company’s common stock above a specified ownership threshold.

In connection with the adoption of the Plan, the Company declared a dividend distribution of one preferred stock purchase right (a Right) for each outstanding share of common stock to shareholders of record as of February 9, 2024.

The dividend had a de minimis value.

The Rights are set forth in the Plan, dated as of January 29, 2024, as the same may be amended from time to time between the Company and Equiniti Trust Company, LLC, as Rights Agent.

On January 27, 2025, the Company entered into Amendment No.

1 to the Plan, extending the expiration date of the Plan from January 29, 2025, to January 29, 2028 (the Extension).

The material terms of the Rights include, among others:

(i) the ownership threshold that generally triggers the Rights becoming exercisable (an Acquiring Person) is 4.95 % beneficial ownership, subject to customary exemptions, grandfathering, and Board discretion as set forth in the Rights Agreement;

(ii) prior to the Distribution Date (as defined in the Rights Agreement), the Rights trade together with the Company’s common stock and are not exercisable;

(iii) upon the Distribution Date, the Rights detach and become exercisable to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock at an initial purchase price of $ 73.00 , subject to adjustment;

(iv) if a person becomes an Acquiring Person, each Right (other than Rights held by the Acquiring Person, which become void) generally entitles its holder to purchase, for the exercise price, a number of shares of the Company’s common stock having a market value of two times the exercise price (a “flip-in” feature), subject to the terms and limitations in the Rights Agreement;

(v) upon certain business combination transactions following the occurrence of an Acquiring Person, Rights holders may have the right to purchase common stock of the acquiring company at a discount (a “flip-over” feature), subject to the terms of the Rights Agreement;

(vi) the Rights are redeemable by the Board at $ 0.0001 per Right prior to the time a person becomes an Acquiring Person, and the Board may exchange the Rights for shares of common stock (or other consideration) under specified circumstances;

and (vii) the Rights expire on January 29, 2028, unless earlier redeemed or exchanged in accordance with the Rights Agreement.

The Company evaluated the Rights under applicable U.S.

GAAP, including the guidance for freestanding financial instruments indexed to, and potentially settled in, an entity’s own equity.

The Company concluded that the declaration and distribution of the Rights did not result in recognition of an asset or liability and did not have an impact on the Company’s consolidated balance sheets as of June 30, 2025 or consolidated statements of operations or cash flows for the three years ended June 30, 2025 because (i) the Rights were issued to existing shareholders as a dividend with no proceeds received, (ii) the Rights were not exercised during the nine months ended March 31, 2026, and (iii) the Rights are contingently exercisable only upon the occurrence of specified events and, based on their terms, are intended to be classified in shareholders’ equity rather than as liabilities.

Costs directly attributable to the adoption of the Plan (e.g., external legal, advisory, and filing fees) were recorded in general and administrative expense as incurred, consistent with the nature of the costs.

INCOME TAXES:

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

2 unchanged sentences

Effective tax rate 17.7 % ( 0.4 ) % 40.0 % 6.2 %

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.

The increase in the Company’s effective tax rate for the three and nine months ended March 31, 2026, 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 nine months ended March 31, 2026, 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 three and six months ended December 31, 2025.

The impacts of the OBBBA are reflected in our results for the three and nine months ended March 31, 2026.

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.

22 unchanged sentences

Total rent includes the following:

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

7 unchanged sentences

_______________________________________________________________________________

(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.

(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 March 31, 2026, and 2025, and $ 0.9 million for both nine month periods ended March 31, 2026, and 2025.

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

5 unchanged sentences

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 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.

For the three and nine months ended March 31, 2026, and 2025, franchise rental income and franchise rent expense were $ 13.0 million and $ 16.9 million, and $ 47.6 million and $ 58.5 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 4.71 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):

The weighted average remaining lease term was 4.72 and 4.68 years, and the weighted average discount rate was 6.88 % and 6.45 % for all salon operating leases as of March 31, 2026, and June 30, 2025, respectively.

As of March 31, 2026, 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

10 unchanged sentences

Long-term lease liability $ 129,244 $ 10,851 $ 4,469 $ 144,564

As a result of having assigned our interest in obligations under certain real estate leases directly to our franchisees, the Company is secondarily liable on such lease agreements as guarantor.

These leases have varying terms, the latest of which expires in 2035.

As of March 31, 2026, the maximum potential amount of future payments the Company could be required to make under these guarantees is approximately $ 4.8 million, and no liability has been recognized in the Consolidated Balance Sheets for these guarantees, as the probability of default is considered remote.

FINANCING ARRANGEMENTS:

The Company's debt consists of the following:

Six Months Ended December 31, 2025 Fiscal Year

December 31, 2025 Balance at

Nine Months Ended March 31, 2026 Fiscal Year

March 31, 2026

June 30, 2025

14 unchanged sentences

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.

The debt refinancing in June of 2024, 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.

1 unchanged sentence

See Note 4 for additional details.

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.

As of March 31, 2026, 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 March 31, 2026, 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 $ 31.9 million and $ 19.0 million, respectively.

The Company was in compliance with its covenants and other requirements of the financing arrangements as of March 31, 2026.

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

2 unchanged sentences

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

In either scenario, 4.50 % of the margin is paid-in-kind (PIK) interest (added to the principal balance and thereafter accruing interest), and the remainder is paid currently in cash.

In either scenario, the Company has elected the option to pay 4.50 % of the margin as paid-in-kind (PIK) interest (added to the principal balance and thereafter accruing interest), and the remainder is paid currently in cash.

The SOFR base rate applicable to the debt has a floor of 2.50 % per annum.

2 unchanged sentences

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.

In the nine months ended March 31, 2026, 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 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.

The estimated fair value of the contingent consideration liability is included in the Condensed Consolidated Balance Sheets within other noncurrent liabilities.

As of March 31, 2026, 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.

Upon the acquisition of Alline, the Company recorded the estimated fair value of the contingent consideration liability assumed in the Condensed Consolidated Balance Sheets within other noncurrent liabilities.

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

As of March 31, 2026, 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 December 31, 2025

Earn-out liability at March 31, 2026

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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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 December 31, Six Months Ended December 31,

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

6 unchanged sentences

Segment information is presented on the same basis that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources.

The Company's Chief Operating Decision Maker's (CODM) primary measures of segment performance are revenue and segment adjusted EBITDA.

The Company’s Chief Executive Officer is the CODM.

Revenue and segment adjusted EBITDA are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments, assess current performance, and forecast future performance.

The Company's Chief Operating Decision Maker (CODM) is our President and Chief Executive Officer.

Revenue, expenses, and operating income (loss) by segment are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments, assess current performance, and forecast future performance.

Our CODM manages our business primarily by reviewing consolidated results by segment on a quarterly basis and using those results along with forecasts and other non-financial information in our annual budgeting process.

The Company's CODM does not evaluate reportable segments using assets and capital expenditure information.

Segment adjusted EBITDA is defined as income (loss) from continuing operations before interest, income taxes, depreciation, amortization, and impairment.

Consistent with our internal management reporting, unallocated expenses include certain items impacting comparability.

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

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

Three Months Ended March 31, 2026 Nine Months Ended March 31, 2026

(Dollars in thousands) (Dollars in thousands)

Franchise Company-owned Consolidated Franchise Company-owned Consolidated

Franchise Company-owned Total Franchise Company-owned Total

Total revenue $ 33,306 $ 19,101 $ 52,407 $ 109,982 $ 58,500 $ 168,482

1 unchanged sentence

Rent 894 2,728 2,234 8,209

Non-margin expenses (1) 22,535 — 22,535 45,462 — 45,462

Other expenses (2) 18,221 — 63,683 —

Company-owned salon expense — 13,958 — 42,453

3 unchanged sentences

Total net income $ 735 $ 2,547

Segment adjusted EBITDA $ 6,241 $ 1,750 $ 7,991 $ 12,625 $ 3,331 $ 15,956

_______________________________________________________________________________

(1) Non-margin expenses include advertising fund and franchise rent expenses which are offset in total revenue and, as such, not used as a primary measure of performance by our CODM.

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

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

Depreciation and amortization 204 592 796 414 1,150 1,564

Other, net 517 — 517 759 — 759

Stock-based compensation expense 280 — 280 910 — 910

Discrete items (1) 142 59 201 473 132 605

Segment adjusted EBITDA $ 6,241 $ 1,750 $ 7,991 $ 12,625 $ 3,331 $ 15,956

_______________________________________________________________________________

(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 and lease termination fees.

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

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

(2) Other expenses include advertising fund and franchise rent expenses which are offset in total revenue and, as such, not used as a primary measure of performance by our CODM.

Three Months Ended March 31, 2025 Nine Months Ended March 31, 2025

(Dollars in thousands) (Dollars in thousands)

Franchise Company-owned Consolidated Franchise Company-owned Consolidated

Franchise Company-owned Total Franchise Company-owned Total

Total revenue $ 38,004 $ 18,953 $ 56,957 $ 126,548 $ 23,188 $ 149,736

1 unchanged sentence

Rent 962 3,096 3,198 4,073

Non-margin expenses (1) 25,512 — 25,512 52,789 — 52,789

Other expenses (2) 22,069 — 74,858 —

Company-owned salon expense — 13,835 — 16,534

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Total net income $ 250 $ 7,042

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

_______________________________________________________________________________

(1) Non-margin expenses include advertising fund and franchise rent expenses which are offset in total revenue and, as such, not used as a primary measure of performance by our CODM.

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

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

Depreciation and amortization 307 153 460 668 238 906

Long-lived asset impairment — — — 352 — 352

Other, net ( 307 ) — ( 307 ) 370 — 370

Stock-based compensation expense 174 — 174 1,604 — 1,604

Discrete items (1) 102 1,213 1,315 2,688 1,225 3,913

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

_______________________________________________________________________________

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

(2) Other expenses include advertising fund and franchise rent expenses which are offset in total revenue and, as such, not used as a primary measure of performance by our CODM.

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

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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 and six months ended December 31, 2025.

There were no adjustments made to these allocations in the three and nine months ended March 31, 2026.

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

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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 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.

As of March 31, 2026, the Company determined the value of the contingent consideration arrangement is $ 0 .

The Company recognized a gain on earn-out liability of $ 1.0 million in a prior quarter which is included in our Condensed Consolidated Statements of Operations for the nine months ended March 31, 2026.

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

26 unchanged sentences

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

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

Three Months Ended March 31, Nine Months Ended March 31,

2026 2025 2026 2025

3 unchanged sentences

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

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

Three Months Ended March 31, 2025 Nine Months Ended March 31, 2025

Total revenues $ 56,957 $ 182,676

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