What changed in this filing

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Item 1. Business

2026-09-01 compared with 2025-09-03 · 70 added, 83 removed, 202 unchanged (43% of the section changed)

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The Company's locations consist of 3,448 franchised salons and 264 company-owned salons.

Each of the Company's salon concepts generally offer similar salon products and services.

Each of the Company's salon concepts generally offers similar salon products and hair services.

The major services supplied by the salons are haircutting and styling (including shampooing and conditioning) and hair coloring.

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Salons operate primarily under the trade names of Supercuts, SmartStyle, Cost Cutters, First Choice Haircutters and Roosters, and they generally serve the value category within the industry.

Salons are primarily located in strip center locations and Walmart Supercenters.

Salons are primarily located in convenient locations, including strip centers and Walmart Supercenters.

The Company reports its operations in two operating segments:

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Industry Overview:

The hair salon market is highly fragmented, with the vast majority of locations independently owned and operated.

In nearly every area in which the Company has a salon, there are competitors offering similar hair care services and products at similar prices.

The hair salon market represents a significant and highly fragmented industry, encompassing a vast number of operators and generating considerable annual revenue, with the majority of locations being independently owned and operated.

The Company faces competition from chains, such as Great Clips, Fantastic Sams, Sport Clips and Ulta Beauty, independently owned salons, in-home hair services, booth rentals, and blow dry bars.

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At the individual salon level, barriers to entry are low;

however, barriers exist for chains to expand nationally due to the need to establish systems and infrastructure, the ability to recruit franchisees, experienced field and salon management and stylists, and to lease quality sites.

The principal factors of competition in the hair care category are quality and consistency of the guest experience, the ability to attract, retain, and train stylists, technology, convenience, location, and price.

however, barriers exist for chains to expand nationally due to the need to lease quality sites, recruit franchisees, establish systems and infrastructure to support franchisees, the ability to recruit and retain stylists, and hire multi-unit and experienced field and salon management.

The principal factors of competition in the hair care category are the ability to attract, retain, and train quality stylists, provide consistent and exceptional guest experiences, have the right technology tools, and win on convenience and price value.

The Company continually strives to improve its performance in each of these areas and to create additional points of brand differentiation versus the competition.

We provide our franchisees and company-owned salons with a comprehensive system of business training, stylist education, site approval, professional marketing, promotion, and advertising programs, and other forms of ongoing support designed to help franchisees build successful businesses.

We provide our franchisees and company-owned salons with a comprehensive system of business performance coaching, stylist training and education, site approval, professional marketing, promotion, and advertising programs, loyalty and CRM programs, technology tools, and other forms of ongoing support designed to help franchisees build successful businesses.

Historically, we signed the salon lease and then subleased the space to our franchisees.

In December 2024, the Company acquired Super C Group, LLC, doing business as Alline Salon Group (Alline), bringing a portfolio of 314 salons across the Supercuts, Cost Cutters and Holiday Hair brands back under Regis (the Alline Acquisition).

Although the Company's main focus remains supporting and driving franchisee sales and profitability, this transaction marks a major milestone in shaping and best positioning the Company for growth and value creation moving forward.

In December 2024, the Company acquired Super C Group, LLC, doing business as Alline Salon Group (Alline), bringing a portfolio of 314 salons, of which 261 remain in operation as of June 30, 2026, across the Supercuts, Cost Cutters, and Holiday Hair brands under Regis Corporation (the Alline Acquisition).

Although the Company's main focus remains being a franchisor and maintaining an asset-light model, which includes supporting and driving franchisee sales and profitability, this transaction was a strategic move that provides a company-owned environment to test, learn and refine initiatives before broader franchise rollout.

Our intent is to make the company-owned salon business best in class by proving out operational excellence and piloting programs, including enhanced loyalty and marketing capabilities supported by new technology, that can be tested and refined at our Company-owned salons, and, once successful, scaled across the franchise system.

Standards of Operations.

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However, the franchise agreements afford certain rights to the Company, such as the right to approve locations, suppliers, and the sale of a franchise.

Additionally, franchisees are required to conform to the Company's established operational policies and procedures relating to quality of service, training, salon design, and decor and trademark usage.

The Company's field personnel make periodic visits to franchised salons to ensure they are operating in conformity with the standards for each franchising program.

Additionally, franchisees are required to conform to the Company's established operational policies and procedures relating to consistent brand standards, quality of service, training, salon design, and decor and trademark usage.

The Company's field personnel utilize dashboards with key performance indicators and make periodic visits to franchised salons to ensure they are operating in conformity with the standards for each franchising program.

The Company also retains a third party to ensure adherence to brand standards for Supercuts.

In contrast to franchised locations, the Company's 264 company-owned salons, operating primarily under the Supercuts, Cost Cutters, and Holiday Hair brands, are directly operated by the Company.

In these locations, the Company exercises full control over day-to-day operations, including employment decisions, scheduling, compensation, and operational standards.

The company-owned salon portfolio also serves as a testing ground for brand and operational initiatives that, once proven successful, can be scaled across the broader franchise system.

All the rights afforded to the Company with regard to franchised operations allow the Company to protect its brands, but do not allow the Company to control day-to-day franchise operations or make decisions that have a significant impact on the success of the franchised salons.

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Franchise Terms.

Pursuant to a franchise agreement with the Company, each franchisee pays an initial fee for each store and ongoing royalties to the Company.

Pursuant to a franchise agreement with the Company, each franchisee pays an initial fee for each salon and ongoing royalties to the Company.

In addition, for most brands, the Company collects advertising funds from franchisees and administers the funds on behalf of the brands.

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All new franchisees enter into development agreements, which give them the right to enter into a defined number of franchise agreements.

These franchise agreements are site specific.

The majority of these franchise agreements are site-specific because the site of the franchised location is known at the time of execution.

Otherwise, the location in the franchise agreement is identified as to-be-determined, and the franchise agreement is amended to identify a specific site once determined.

The development agreement provides limited territorial protection for the stores developed under those franchise agreements.

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SmartStyle and Cost Cutters in Walmart Supercenters

SmartStyle locations, more than 900 in total, operate within Walmart Supercenters, as do a number of Cost Cutters salons.

The majority of existing SmartStyle and Cost Cutters franchise agreements for salons located in Walmart Supercenters have a five-year term with a two or five-year option to renew.

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The Company provides new franchisees with training, focusing on the various aspects of salon management, including operations, management training, marketing fundamentals, and controls.

Existing franchisees receive training, counseling, and information from the Company on a regular basis.

Existing franchisees receive training, coaching, and information from the Company on a regular basis.

The Company provides franchise salon managers and stylists with access to technical training resources.

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We believe the ability to serve walk-in appointments and minimize guest wait times are essential elements in delivering an efficient guest experience.

Our mobile applications and online check-in capabilities allow us to capitalize on our guests' desire for convenience by allowing for future check-ins with optional stylist selection, and offering predicted wait times for guests who wish to walk in.

Our mobile applications and online check-in or scheduling capabilities allow us to capitalize on our guests' desire for convenience by allowing for future check-ins with optional stylist selection, and offering predicted wait times for guests who wish to walk in.

Our franchisees continue to focus on stylist staffing and retention, optimizing schedules, balancing variable labor hours with guest traffic, and managing guest wait times.

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Our Company depends on the stylists in our system to help deliver great guest experiences.

Stylists are licensed cosmetologists who receive additional training and development at Regis, which provides differentiation from independent salons.

We believe in the importance of the ongoing development of stylists' craft.

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Affordability.

The Company strives to offer an exceptional value for its services.

The Company strives to offer exceptional value for its services.

In the value category, our guests expect outstanding service at competitive prices.

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Pricing decisions are considered on a salon-level basis and are established based on local conditions.

Our franchisees control all pricing at their locations.

Our franchisees control pricing at their locations.

Retail Assortments.

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L'Oreal Professional Brands and John Paul Mitchell.

Stylists are compensated and regularly trained to sell hair care and beauty products to their guests.

Additionally, guests are encouraged to purchase products after stylists demonstrate their efficacy by using them in the styling of our guests' hair.

Stylists are regularly trained to sell hair care and beauty products to their guests and may be compensated via bonus plans for retail sales.

Additionally, guests are encouraged to purchase products after stylists demonstrate their efficacy by using them in the styling process in order to improve the health of the guests' hair.

Our marketing is brand specific and funded primarily from contractual contributions, based on sales, to the brand's cooperative advertising funds.

These funds are used largely in support of advertising and other efforts to increase guest traffic to our salons, grow online booking usage, and improve overall awareness of and affinity for our brands.

A portion of our marketing funds are used in support of stylist recruitment and training to grow the number of active stylists in our system.

These funds are used largely in support of advertising and other efforts to increase guest awareness, relevance, and affinity for our brands, driving traffic, retention and share of visits to our salons.

A portion of our marketing funds are used in support of stylist recruitment and training to attract quality stylists to our brands.

In fiscal year 2022, we sold our proprietary back-office salon management system, Opensalon ® Pro, to a third party, Soham Inc.

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Salon Support.

Our corporate headquarters is referred to as Salon Support.

Our corporate headquarters is referred to as Salon Support or the Support Center.

We take a service-oriented mentality to best support our franchisees and oversee our company-owned locations.

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Portfolio Brands.

Portfolio Brands salons are made up of acquired regional salon groups operating under the primary concepts of Cost Cutters, First Choice Haircutters, Roosters, Hair Masters, Magicuts and Holiday Hair, as well as other concept names.

Portfolio Brands salons are made up of acquired regional salon groups operating under the primary concepts of Cost Cutters, First Choice Haircutters (Canada), Roosters, Hair Masters, Magicuts and Holiday Hair, as well as other concept names.

Most concepts offer a full range of custom hairstyling, cutting and coloring services, as well as professional hair care products.

The Company has 763 franchised and 169 company-owned Portfolio Brands locations throughout North America.

The Holiday Hair brand is 100% company-owned.

International Salons.

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Salons are usually located in prominent high-traffic locations and offer a full range of custom hairstyling, cutting and coloring services, as well as professional hair care products.

The Company has 71 franchised international locations.

The Company has 67 licensed international locations.

Canadian and Puerto Rican salons are included in the North American salon totals.

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Total franchise salons 8 18 15

COMPANY-OWNED SALONS:

Supercuts — — —

SmartStyle/Cost Cutters in Walmart stores — — —

Portfolio Brands — — 1

Total company-owned salons — — 1

Closed Locations

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_____________________________________________________________________________

(1) Total company-owned salons for fiscal year 2025 includes salons acquired through the Alline Acquisition.

Affiliated Ownership Interest:

The Company previously maintained a non-controlling 55.1% ownership interest in Empire Education Group, Inc.

(EEG), which was accounted for as an equity method investment.

EEG operates accredited cosmetology schools.

In May 2024, the Company sold its stake in EEG to the controlling owner.

The sale did not have a significant impact on the Company's operations or financial position.

When the Company held a majority ownership interest in EEG it was a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

As a co-signatory to the Title IV program participation agreements, the Department of Education could hold the Company responsible for EEG's Title IV program liabilities.

In connection with the sale, Regis is no longer a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education.

(1) Total company-owned salon conversions for fiscal year 2025 include salons acquired through the Alline Acquisition.

Corporate Trademarks:

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Human Capital Management:

We are committed to our purpose of Unleashing the Beauty of Potential , which is supported by our four core values:

Our people and culture are fundamental to our success.

Our vision is to define the future of haircare through a scaled portfolio of relevantly differentiated, category-leading brands — powered by digital innovation and operational excellence — to deepen guest loyalty and deliver sustainable long-term growth.

At the heart of our culture is our purpose:

Unleashing the Beauty of Potential .

This purpose is brought to life through our four core values:

Take responsibility, exercise sound judgment, remain results-driven and be accountable for delivering high-quality work and outcomes.

Foster Trust.

Create powerful relationships by acting with empathy and integrity.

Build strong relationships by treating others with respect and acting with empathy, transparency, and integrity.

Remain focused on growth, bring a can-do attitude, pursue bold ideas, and courageously challenge the status quo.

Create Community.

Connect and collaborate with all your partners.

Share the challenges as much as you celebrate the wins.

Dream big and courageously challenge the status quo.

You are empowered.

Take responsibility and own your role and your results.

These values support a collaborative and inclusive culture that is critical to the success and growth of our Company.

Connect and collaborate with our partners, sharing challenges as openly as we celebrate successes.

Together, our purpose and values shape a collaborative, inclusive, and accountable culture that empowers our people, strengthens our organization, and supports the long-term success and growth of our Company.

As of June 30, 2026, the Company employed 1,611 employees.

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The Company promotes diversity of thoughts, backgrounds, experiences, and ideas.

As of June 30, 2025, 94% of the Company's entire workforce are women and 6% are men.

As of June 30, 2026, women represent 95% of the Company's workforce and men represent 5%.

Additionally, 59% of the Company's leadership positions are held by women.

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The Company will not do business with organizations that employ or condone unfair labor practices.

Instead, it partners with companies who share its commitment to ethical business conduct and fair labor practices.

Instead, it partners with companies who share the Company's commitment to ethical business conduct and fair labor practices.

The Company also specifically condemns human trafficking and abuse of child labor.

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Such laws may, for example, require that the franchisor deal with the franchisee in good faith, prohibit interference with the right of free association among franchisees, and limit termination of franchisees without payment of reasonable compensation.

The Company believes that the current trend is for government regulation of franchising to increase over time.

Governmental regulation of franchises has varied over time based on changes in administration and other factors.

However, such laws have not had, and the Company does not expect such laws to have, a significant effect on the Company's operations.

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Available Information

The Company is subject to the informational requirements of the Securities and Exchange Act of 1934, as amended (Exchange Act).

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (Exchange Act).

The Company therefore files periodic reports, proxy statements and other information with the Securities and Exchange Commission (SEC).

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Information About Our Executive Officers:

On June 20, 2025, Matthew Doctor, the President and Chief Executive Officer and a member of the Board of Directors (the "Board") of the Company notified the Board that he would resign his positions, effective June 30, 2025.

Upon receiving such notice, the Board appointed Jim Lain, the Company’s Executive Vice President, Brand Operations - Supercuts and Cost Cutters, to serve as Interim President and Chief Executive Officer, effective July 1, 2025, after which Mr.

Doctor continued to provide services to the Company as a part-time employee through August 31, 2025, pursuant to a Resignation and Transition Letter Agreement between the Company and Mr.

The Board has commenced a comprehensive search for a permanent successor.

Information relating to the Executive Officers of the Company follows:

Name Age Position

Michelle DeVore 41 Senior Vice President, Head of Marketing

Michael Ferranti 42 Executive Vice President, Brand Operations - SmartStyle, First Choice Hair, Roosters, and Portfolio Brands

Jim Lain 61 Executive Vice President, Brand Operations - Supercuts and Cost Cutters;

Interim President and Chief Executive Officer

James Suarez 50 Executive Vice President, Merchandising and Education

Jim Lain 62 Executive Vice President, Chief Operating Officer

Susan Lintonsmith 61 President, Chief Executive Officer

Keelee MacDonald 52 Senior Vice President, Franchise Operations

James Suarez 51 Executive Vice President, Company Operations

Kersten Zupfer 51 Executive Vice President, Chief Financial Officer

Michelle DeVore was appointed to Head of Marketing in August 2022.

Prior to joining the Company, Ms.

DeVore was Vice President, Customer Experience at European Wax Center, a chain of hair removal salons, from November 2019 to August 2022.

Prior to European Wax Center, Ms.

DeVore served as a consultant at StudioMDV, LLC, an advertising services company, from March 2019 to August 2022, as Vice President E-commerce Marketing at Aerus, LLC, an air and surface purification manufacturer, from October 2017 to March 2019, and she directed digital transformation and growth in a variety of roles and as a consultant focused on brand strategy, digital innovation and e-commerce.

Michael Ferranti was appointed to Executive Vice President, Brand Operations - SmartStyle, First Choice Hair, Roosters, and Portfolio Brands in August 2024.

He previously served as Executive Vice President and Chief People Officer from December 2021 to August 2024, and as Senior Vice President, People and Culture from March 2021 to December 2021.

Before joining the Company, Mr.

Ferranti was Head of M&A and Franchising for Subway Restaurants U.S.

and Canada, a restaurant brand, from September 2020 to March 2021.

Prior to Subway Restaurants, he served as Global Head of Development, HR, IT, Chief Administrative Officer at Le Pain Quotidien, a bakery café chain, from October 2018 to November 2019.

Earlier in his career, he held a variety of leadership roles with KraftHeinz and Restaurant Brands International.

The Board appointed Jim Lain, the Company’s Executive Vice President, Brand Operations - Supercuts and Cost Cutters, to serve as Interim President and Chief Executive Officer, effective July 1, 2025.

Lain has served as Executive Vice President, Brand Operations - Supercuts and Cost Cutters since August 2024 and continues to fill that role in addition to his responsibilities as Interim President and Chief Executive Officer.

Jim Lain resumed his role as Executive Vice President and Chief Operating Officer in March 2026, after serving as Interim President and Chief Executive Officer from July 1, 2025 through March 15, 2026, while simultaneously fulfilling his role as Executive Vice President, Brand Operations - Supercuts and Cost Cutters since August 2024.

Previously, Mr.

Lain served as Executive Vice President and Chief Operating Officer from December 2021 to August 2024.

Prior to which, he served as President of SmartStyle from June 2021 to December 2021 and President of Portfolio Brands from December 2020 to June 2021.

Lain served as Executive Vice President and Chief Operating Officer from December 2021 to August 2024, President of SmartStyle from June 2021 to December 2021, and President of Portfolio Brands from December 2020 to June 2021.

Lain served as a consultant to the Company from July 2020 to December 2020 and as Executive Vice President and Chief Operating Officer from November 2013 to July 2020.

James Suarez was appointed to Executive Vice President, Merchandising and Education in August 2023.

As part of that role, Mr.

Suarez assumed leadership of the company-owned salons acquired through the Alline Acquisition in December 2024.

Prior to his promotion to Executive Vice President, Merchandising and Education, Mr.

Suarez had 26 years of combined salon operations and education experience at the Company, including Senior Vice President of Merchandising and Education from March 2022 to August 2023, Vice President of Merchandising and Education from October 2021 to February 2022 and as Vice President of Education from August 2017 to October 2021.

The Board appointed Susan Lintonsmith to serve as President and Chief Executive Officer, effective March 16, 2026.

Lintonsmith has served as a director of the Company since January 2025 and served as Board Chair from November 2025 through March 15, 2026.

She served as Chief Operations Officer of Sphinx Franchise Holdings, a European Wax Center franchise, from 2022 to March 2026.

Previously, she served as Chief Executive Officer, President & Chief Operating Officer of Elements Massage (part of the WellBiz Brands), a massage therapy company, from 2019 to 2020.

Prior to Elements Massage, she served in positions of increasing responsibility at QCE LLC (Quiznos), including as Global Chief Marketing Officer from 2011 to 2016, U.S.

Chief Operations Officer from 2014 to 2016, and Chief Executive Officer & President from 2016 to 2018.

Prior to Quiznos, she served as Chief Marketing Officer of Red Robin Gourmet Burgers, Inc., from 2007 to 2011 and Vice-President, General Manager of Horizon Organic Dairy, WhiteWave Foods (Dean Foods) from 2005 to 2007.

Earlier in her career, she held various marketing positions of increasing responsibility at Pizza Hut Inc., The Coca-Cola Company, and Western Union.

She has also served on the board of directors of The One Group (Nasdaq:

STKS) since 2021 and on the board of Checkers/Rally's drive-in restaurants since June 2023.

Keelee MacDonald was appointed to Senior Vice President, Franchise Operations in January 2026 after rejoining the Company in a consulting capacity in July 2025.

MacDonald previously served with the Company from November 2014 to August 2024 and held multiple senior leadership roles, including Vice President of Franchise and Corporate Operations and Vice President of Field Operations, overseeing multi-brand operations across thousands of salon locations.

Prior to Regis, Ms.

MacDonald spent nearly a decade with Gap Inc., in multi-unit leadership roles and began her career with Victoria’s Secret Stores, where she held progressive field leadership positions supporting high-volume districts.

James Suarez was appointed to Executive Vice President, Company Operations in April 2026.

As part of that role, he assumed leadership of the company-owned salons acquired through the Alline Acquisition.

Suarez previously served as Executive Vice President, Merchandising and Education and prior to that promotion had 26 years of combined salon operations and education experience at the Company, including Senior Vice President of Merchandising and Education from March 2022 to August 2023, Vice President of Merchandising and Education from October 2021 to February 2022 and as Vice President of Education from August 2017 to October 2021.

Kersten Zupfer was appointed to Executive Vice President and Chief Financial Officer in November 2019.

Beginning in August 2024, Ms.

Zupfer has responsibility for People, Legal, and Real Estate functions.

For more than 13 years before her promotion to Chief Financial Officer, Ms.

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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-K

Item 1. Business