What changed in this filing

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Item 9A. Controls and Procedures

2026-09-01 compared with 2025-09-03 · 28 added, 42 removed, 149 unchanged (32% of the section changed)

17 unchanged sentences

The information required by Item 401 of Regulation S-K regarding the Company's executive officers is included under "Information about our Executive Officers" in Item 1 of this Annual Report on this Form 10-K.

Information regarding the Company's audit committee and audit committee financial expert, as well as nominating committee functions, will be set forth in the section titled "Our Board's Committees" and shareholder communications with directors will be set forth in the section titled "Other Governance and Compliance Policies and Practices" of the Company's 2025 Proxy Statement and are incorporated herein by reference.

Information regarding the Company's audit committee and audit committee financial expert, as well as nominating committee functions, will be set forth in the section titled "Our Board's Committees" and shareholder communications with directors will be set forth in the section titled "How We Govern the Company" of the Company's 2026 Proxy Statement and are incorporated herein by reference.

Additionally, information regarding the Company’s Statement of Policy on Insider Trading will be set forth in the section titled "Other Governance and Compliance Policies and Practices" of the Company’s 2026 Proxy Statement and is incorporated herein by reference.

The Company’s Statement of Policy on Insider Trading is filed hereto as Exhibit 19.

The Company’s Statement of Policy on Insider Trading is incorporated by reference hereto as Exhibit 19.

The Company has adopted a code of ethics, known as the Code of Business Conduct & Ethics, that applies to all employees, including the Company's chief executive officer, chief financial officer, directors, and executive officers.

1 unchanged sentence

The Company intends to disclose any substantive amendments to, or waivers from, its Code of Business Conduct & Ethics on its website or in a report on Form 8-K.

Copies are available upon request to any shareholder of the Company by writing to the Company's Corporate Secretary at Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.

Copies are available upon request to any shareholder of the Company by writing to the Company's Chief Financial Officer at Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.

Executive Compensation

Information about executive and director compensation will be set forth in the sections titled "Executive Compensation," "How Our Directors Are Paid," and "Fiscal 2025 Director Compensation Table" of the Company's 2025 Proxy Statement and is incorporated herein by reference.

Information about executive and director compensation will be set forth in the sections titled "Executive Compensation," "Executive Compensation Tables," "How Our Directors Are Paid," and "Fiscal 2026 Director Compensation Table" of the Company's 2026 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

2 unchanged sentences

Information regarding certain relationships and related transactions will be set forth in the section titled "Certain Relationships and Related Transactions" of the Company's 2026 Proxy Statement and is incorporated herein by reference.

Information regarding director independence will be set forth in the section titled "Other Governance and Compliance Policies and Practices" of the Company's 2025 Proxy Statement and is incorporated herein by reference.

Information regarding director independence will be set forth in the section titled "How We Govern the Company" of the Company's 2026 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

10 unchanged sentences

Exhibit Number Description

2.1 Portfolio Transfer Agreement (United States), dated December 30, 2019, between Regis Corp.

and The Beautiful Group Management, LLC., The Beautiful Group, LLC, The Beautiful Group Ventures, LLC, The Beautiful Group Ventures USA, LLC, and TBG IP Holder, LLC.

(Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on December 31, 2019.)

2.2 Portfolio Transfer Agreement (Canada), dated December 30, 2019, between Regis Holdings (Canada), Ltd.

and The Beautiful Group Salons (Canada) Ltd.

(Incorporated by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K filed on December 31, 2019.)

2.3 Asset Purchase Agreement, dated June 9, 2022, among the Company, Fremont Software, LLC, The Barbers, Hairstyling for Men & Women, Inc., Roosters MGC International LLC, Regis Holdings (Canada), Ltd., Magicuts, Ltd., First Choice Haircutters, Ltd., Cutco Acquisition Corp., RPC Acquisition Corp., Supercuts, Inc., and Soham Inc.

(Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on June 10, 2022.)

2.1 Membership Interest Purchase Agreement, dated December 19, 2024, by and among Regis Corporation, Super C Group, LLC d/b/a Alline Salon Group, ASG Holdings, LLC, Vision Cuts, LLC, SAAW Project, LLC, and VGP II LLC.

7 unchanged sentences

4.1 Description of the Company's Securities.

(Incorporated by reference to Exhibit 4.1 of the company’s Annual Report on Form 10-K filed on September 3, 2025.)

4.2 Tax Benefits Preservation Plan, dated as of January 29, 2024, between the Company and Equiniti Trust Company, LLC.

11 unchanged sentences

(Incorporated by reference to Exhibit 10(g) of the Company's Annual Report on Form 10-K filed on August 31, 2020.)

10.5* Restricted Stock Unit Agreement, dated November 11, 2019, between the Company and Kersten D.

(Incorporated by reference to Exhibit 10(o) to the Company's Annual Report on Form 10-K filed on August 26, 2021.)

10.6* Performance Units Agreement, dated November 11, 2019, between the Company and Kersten D.

(Incorporated by reference to Exhibit 10(p) to the Company's Annual Report on From 10-K filed on August 26, 2021.)

10.5* Regis Corporation Amended and Restated 2004 Long Term Incentive Plan, as amended and restated effective October 22, 2013.

2 unchanged sentences

(Incorporated by reference to Exhibit 10(b) of the Company's Quarterly Report on Form 10-Q filed on November 4, 2014.)

10.11* Form of Stock Appreciation Right Agreement (Annual Executive Grants).

(Incorporated by reference to Exhibit 10(w) of the Company's Annual Report on Form 10-K filed on August 23, 2018.)

10.7* Regis Corporation 2016 Long Term Incentive Plan, effective October 18, 2016.

(Incorporated by reference to Appendix A of the Company’s Proxy Statement on Definitive Form 14A filed on September 7, 2016.)

10.13* Regis Corporation Amended and Restated 1991 Contributory Stock Purchase Plan, as amended and restated effective October 18, 2016.

10.8* Regis Corporation Amended and Restated 1991 Contributory Stock Purchase Plan, as amended and restated October 28, 2025.

(Incorporated by reference to Appendix B of the Company’s Proxy Statement on Definitive Form 14A filed on September 17, 2025.)

7 unchanged sentences

(Incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q filed on October 30, 2018.)

10.13* Form of Restricted Stock Unit Agreement (Non-Employee Director Grants for fiscal 2025 and later.)

10.14* Regis Corporation Amended and Restated Short Term Incentive Compensation Plan, effective February 27, 2019.

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on April 30, 2019.)

10.21* Regis Corporation Stock Purchase and Matching RSU Program, as amended and restated effective March 20, 2019.

(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed on April 30, 2019.)

10.15* Regis Corporation 2018 Long Term Incentive Plan, effective October 23, 2018.

(Incorporated by reference to Appendix A of the Company’s Proxy Statement on Definitive Form 14A filed on September 6, 2018.)

10.23 Second US and Canada Omnibus Settlement Agreement, dated June 27, 2019, among Regis Corp., Regis, Inc., Regis Holdings (Canada), Ltd., and The Barbers, Hairstyling for Men & Women, Inc., The Beautiful Group Management, LLC, The Beautiful Group Salons (Canada) Ltd., The Beautiful Group Holdings, LLC, Archetype Capital Group, LLC, The Beautiful Group Ventures, LLC (f/k/a The Beautiful Group Real Estate, LLC), TBG IP Holder, LLC, and Regent Companies, LLC.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 3, 2019.)

10.16* Regis Corporation Amended and Restated 2018 Long Term Incentive Plan.

(Incorporated by reference to Appendix A of the Company's Proxy Statement on Definitive Form 14A filed on September 26, 2024.)

10.17* Form of Stock Option Award Agreement (Annual Executive Grants).

2 unchanged sentences

(Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on 10-Q filed on November 4, 2021.)

10.27* Offer Letter, dated December 22, 2021, between the Company and Matthew Doctor.

(Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on February 3, 2022.)

10.29* Offer Letter, Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire Agreement, dated May 4, 2022, between the Company and Matthew Doctor.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 5, 2022.)

10.20* Form of Cash Settled SAR Agreement (Annual Executive Grants).

4 unchanged sentences

(Incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed on November 1, 2022.)

10.33* Regis Corporation Amended and Restated 2018 Long Term Incentive Plan.

(Incorporated by reference to Appendix A of the Company's Proxy Statement on Definitive Form 14A filed on September 26, 2024.)

10.23* Form of Restricted Stock Unit Agreement (Annual Executive Grants.)

10.24* Regis Corporation Executive Long-Term Cash Incentive Plan.

(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 29, 2025.)

10.35* Interim CEO Offer Letter Agreement, dated June 20, 2025, between the Company and Jim Lain.

(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 23, 2025.)

10.36* Resignation and Transition Letter Agreement, dated June 20, 2025, between the Company and Matthew Doctor.

(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 23, 2025.)

10.25* President and CEO Offer Letter Agreement, dated February 18, 2026, between the Company and Susan Lintonsmith.

(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 16, 2026).

10.26* Letter Agreement for Chief Operating Officer, dated March 13, 2026, between the Company and Jim Lain.

(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 16, 2026.)

10.27* Financing Agreement, dated as of June 24, 2024, among the Company, the Lenders party thereto, TCW Asset Management Company LLC as administrative and collateral agent, and MidCap Financial Trust as Revolving Agent.

7 unchanged sentences

19 Regis Corporation Statement of Policy on Insider Trading.

(Incorporated by reference to Exhibit 19 of the Company’s Annual Report on Form 10-K filed on September 3, 2025.)

21 List of Subsidiaries of the Company.

11 unchanged sentences

(ii) the Consolidated Statements of Operations;

(iii) the Consolidated Statements of Comprehensive Income (Loss);

(iii) the Consolidated Statements of Comprehensive Income;

(iv) the Consolidated Statements of Shareholders' Equity (Deficit);

14 unchanged sentences

REGIS CORPORATION

By /s/ JIM LAIN

Interim President and Chief Executive Officer

By /s/ SUSAN LINTONSMITH

Susan Lintonsmith,

President and Chief Executive Officer

(Principal Executive Officer)

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ MICHAEL J.

/s/ NANCY BENACCI

Nancy Benacci,

Chairman of the Board of Directors

September 1, 2026

/s/ ANDREW ALFANO

Andrew Alfano,

September 1, 2026

/s/ LOCKIE ANDREWS

1 unchanged sentence

September 1, 2026

/s/ NANCY BENACCI

Nancy Benacci,

September 3, 2025

/s/ MARK LIGHT

/s/ WILLIAM CHARTERS

William Charters,

September 1, 2026

5 unchanged sentences

September 1, 2026

/s/ MICHAEL J.

September 1, 2026

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 9A. Controls and Procedures