Regis Corp — Definitive Proxy Statement (DEF 14A)

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Securities Exchange Act of 1934 (Amendment No.  )

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Fiscal 2026 marked an important year for Regis as we continued strengthening the business and positioning the Company for sustainable long-term growth. We improved financial performance, generated stronger cash flow, and advanced our strategic priorities.

For fiscal 2026, which ended June 30, 2026, Regis delivered Adjusted EBITDA of $32.8 million, an increase of $1.2 million over fiscal 2025, generated $13.1 million in cash from operating activities, and returned to positive systemwide same-store sales growth. These results reflect the disciplined execution of our strategy and the dedication of our franchisees, stylists, and employees.

Over the past years, Regis has undergone a significant transformation, evolving into a predominantly franchise-focused business built around a portfolio of highly recognized brands. With a stronger foundation in place, we are focused on moving from financial stability to sustainable growth, which we believe will translate into long-term value for shareholders.

We believe franchisee success and exceptional guest experiences are the foundation of sustainable growth. We are investing to strengthen our brands, attract new guests, deepen guest loyalty, improve franchisee profitability, and enhance the salon experience through digital innovation, operational excellence, and disciplined execution.

Supercuts, our flagship brand representing nearly half of our salon network and our largest source of royalty revenue, is central to that strategy. During fiscal 2026, we developed the Supercuts Northstar Plan to sharpen the brand’s positioning, modernize the digital guest experience, and improve operational consistency across the system. This work culminated in the launch of our new brand platform, “Confidence Without Compromise,” and the debut of the “Supercuts? Supercuts!” marketing campaign in July 2026. The brand refresh and nationwide campaign reinforce our belief that guests should not have to choose between a high-quality haircut and exceptional value. The brand work is intended to strengthen the brand’s relevance and drive traffic.

Our Company-owned salons remain an important strategic asset. With 264 company-operated locations at fiscal year-end, these salons serve not only as contributors to financial performance but also as innovation centers where we test operational, marketing, and technology initiatives before broader system deployment. This disciplined approach helps improve salon performance while reducing implementation risk across our franchise network.

Across our portfolio, including our work to strengthen SmartStyle, we are focused on increasing traffic, strengthening guest loyalty, improving salon profitability, and supporting our franchisees’ long-term success. We continue investing in initiatives to recruit, develop, and retain talented stylists, recognizing that our stylists remain an important competitive advantage.

Strengthening our capital structure is another strategic priority. We are actively evaluating refinancing alternatives that we believe could provide greater financial flexibility, lower our cost of capital, and better position Regis to execute our long-term growth strategy.

Fiscal 2026 also marked an important leadership transition. In March 2026, after an extensive CEO search, the Board of Directors unanimously appointed Susan Lintonsmith, who was serving as Board Chair, as President and Chief Executive Officer. We would like to thank Jim Lain, Chief Operating Officer, for his leadership during his tenure as interim CEO and for helping ensure a smooth transition. Nancy Benacci was appointed as the new Chair of the Board, bringing continuity and strong governance to the Board’s leadership.

We also strengthened the Board through the addition of Andrew Alfano and William “Bill” Charters as independent directors. Andrew brings extensive experience leading consumer-facing, multi-unit, and franchise businesses through periods of growth and transformation. Bill contributes deep public-markets and financial experience, including corporate credit, capital allocation and franchise-based business models. As one of Regis’ largest individual shareholders, he also brings meaningful shareholder perspective on value creation. Together, Andrew and Bill’s experience broadens the Board’s operating, franchise, consumer, financial and capital-markets capabilities.

Michael Merriman is not standing for reelection at the 2026 Annual Meeting. Mike has served on the Regis Board since 2011, including as Chair of the Board and Chair of the Audit Committee, providing thoughtful leadership and financial oversight during a period of significant transformation. On behalf of the Board and management team, we thank Mike for his many years of dedicated service and his meaningful contributions to Regis and its shareholders.

Looking ahead, our priorities are clear: strengthen our core brands, drive guest traffic, and improve network health by improving operational excellence, enhancing franchisee profitability, and mitigating salon closures. While there is still important work ahead, we believe Regis is better positioned than it has been in years—with stronger brands, a healthier balance sheet, an engaged franchise system, an experienced leadership team, and a clear strategy for long-term value creation.

On behalf of the Board of Directors and the entire Regis team, thank you for your continued trust, investment, and support. We look forward to building on this momentum in fiscal 2027 and beyond.

By Order of the Board of Directors,

 

Kersten D. Zupfer

 

The Board unanimously recommends that you vote FOR the election of each of the director nominees below.

Six directors are to be elected at the annual meeting of shareholders to be held on October 28, 2026 (the “Annual Meeting”), each to hold office for one year until the 2027 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of seven directors, one of whom, Mr. Michael Merriman, is not seeking re-election to the Board when his term ends at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the six nominees named below for election as directors. Each of the Board’s nominees is standing for re-election by the shareholders at the Annual Meeting, and each nominee has consented to serve if elected.

Andrew Alfano and William Charters are standing for election by shareholders for the first time at the Annual Meeting. Mr. Alfano was identified as a potential candidate for the Board by a third-party search firm engaged by the Board to assist in identifying and evaluating potential candidates. Mr. Charters, the beneficial owner of approximately 3.9% of our outstanding common stock, expressed interest in being considered as a nominee for the Board. Following an evaluation process, including assistance from a third-party search firm and the Board’s consideration of other potential candidates, the Board elected Mr. Charters as a director.

If for any reason a nominee becomes unable to serve or for good cause will not serve if elected, the Nominating and Corporate Governance Committee may designate substitute nominees, in which event the shares represented by proxies returned to the Company will be voted for such substitute nominees. If the Nominating and Corporate Governance Committee designates any substitute nominees, the Company will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by Securities and Exchange Commission (“SEC”) rules.

 

 

 

 

 

 

We believe that how we govern ourselves is as important as the corporate governance that sets guidance and parameters for the Company more generally. This is a summary of some of our key Board governance provisions. More information can be found on our website at www.regiscorp.com, and in the next section summarizing some of the key provisions that apply more broadly to the Company. Our compensation governance provisions can be found in the Compensation Discussion and Analysis section of this Proxy Statement.

All our directors, except our President and Chief Executive Officer, are independent. We provide a description of the Board’s independence standards below. Under these standards, the Board has determined that each director, with the exception of Ms. Lintonsmith, our President and Chief Executive Officer, is independent. Accordingly, a supermajority of our Board is independent.

Leadership Structure of the Company. The Board elects the Chair of the Board and the Chief Executive Officer, and it has determined that these two roles should currently be held by separate individuals to enhance the Board’s oversight of management and to allow the Chief Executive Officer to focus primarily on management responsibilities. Our current Board leadership structure provides effective and independent oversight of management and the Company.

We have an independent Chair of the Board. The Chair of the Board, Ms. Benacci, is an independent director who has served on the Board for the last three years.

All our directors stand for election every year.

Special meetings. Shareholders holding 10% or more of our outstanding stock have the right to call a special meeting of shareholders.

Board and Board committee meeting attendance. The Board met eight times in fiscal 2026. Each of the then-serving directors attended, in person or virtually, at least 75% of the eight meetings of the Board and the meetings of the Board committees on which each director served during fiscal 2026.

Annual meeting attendance. The Board does not have a formal policy relating to Board members’ attendance at annual shareholder meetings. Our directors are, however, encouraged to attend these meetings and four of the then-serving directors attended the virtual 2025 annual shareholders meeting.

The Board has a majority voting standard. Incumbent directors who do not receive a majority of votes cast must tender their resignation to the Board for review. Our Corporate Governance Guidelines further provide that if the Board decides not to accept a director’s resignation in such circumstances, then it will disclose its reasons.

Director stock ownership. Our directors are required to hold all common stock they receive as part of their Board compensation until they cease to serve as directors.

Age and tenure provisions. Our Corporate Governance Guidelines state that non-management directors generally should not stand for re-election after reaching age 75, unless the Board approves an exception. The Corporate Governance Guidelines do not have a specific term limit for directors, while acknowledging the value of periodic refreshment.

Overboarding. Our Corporate Governance Guidelines contain provisions related to limiting our directors’ service on other boards of directors to a total of four public company boards or, in the case of a director who serves as an executive officer of a public company, a total of two public company boards.

Director evaluations. Our Corporate Governance Guidelines contain provisions requiring annual Board evaluations.

Director orientation and education. Directors receive orientation overseen by the Board and the Nominating and Corporate Governance Committee and are supported in obtaining continuing director education.

Executive sessions. Our Board has a policy of conducting executive sessions of the independent directors in connection with each regularly scheduled Board meeting.

Communicating with the Board. Our directors value and seek input from a wide variety of sources to inform their work and provide shareholders the opportunity to communicate with them directly. Our directors especially value input from shareholders who have a financial stake in the caliber of their input and who work in settings likely to provide access to interesting insights. Shareholders and other interested parties who wish to contact the Board, any individual director, or the independent directors as a group, are welcome to do so by writing to our Chief Financial Officer at the following address: Regis Corporation,

3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416. Comments or questions regarding our accounting, internal controls, or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance Committee.

The Board’s role in risk oversight. One of the key responsibilities of the Board is to develop a strategic direction for the Company and to provide management oversight for the execution of that strategy. The Board regularly reviews information regarding the Company’s financial, strategic, and operational issues, as well as the risks associated with each. The Board also oversees the Company’s Data Security Incident Response Plan, which serves as a Company-wide guide to facilitate a systematic response to security incidents and is designed to prevent or minimize disruption of critical information systems, to minimize loss or theft of sensitive or critical information, and to quickly and efficiently remediate and recover from security events. While the Board has overall responsibility for risk management, each of the Board committees has supporting responsibility for risk management and makes periodic updates to the full Board. Their specific areas of responsibility are:

Director Independence. Pursuant to our Corporate Governance Guidelines, a majority of the Board must be independent in accordance with the requirements of the Nasdaq Stock Market (“Nasdaq”) corporate governance rules.

Director nomination process. The Nominating and Corporate Governance Committee is responsible for screening and recommending for nomination director candidates to the full Board. The Nominating and Corporate Governance Committee will consider nominations received from our shareholders, provided that, proposed candidates meet the requisite director qualification standards discussed below. When appropriate, the Nominating and Corporate Governance Committee will also engage an independent third-party search firm. The Nominating and Corporate Governance Committee will then evaluate the resumes of any qualified candidates recommended by shareholders and search firms, as well as by members of the Board. Generally, to be considered for nomination, a candidate must have:

Candidates are evaluated based on these qualification standards and the current needs of the Board.

In identifying and considering candidates to serve on the Board, the Company will not discriminate against anyone on the basis of race, color, gender, sexual orientation or identity, religion, age, national origin, disability, or any other classification protected by law.

Consistent with this commitment, the Nominating and Corporate Governance Committee, when seeking new director candidates, considers and values experience, expertise, integrity, diversity and skills, such as an understanding of the retail industry, the haircare market, finance, accounting, marketing, technology, and other knowledge needed on the Board. The Nominating and Corporate Governance Committee expects every member of the Board and every director candidate to be able to act effectively on behalf of shareholders and stakeholders.

All shareholder nominations must be accompanied by a candidate resume that addresses the extent to which the nominee meets the director qualification standards. Nominations will be considered only if we are currently seeking to fill an open director position. All nominations by shareholders should be sent to the Chair of the Nominating and Corporate Governance Committee, c/o Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.

Our corporate governance provisions that relate to our Board are summarized in the preceding section. Our compensation governance provisions are summarized in the Compensation Discussion and Analysis section of this Proxy Statement. Our Corporate Governance Guidelines are posted on our website at www.regiscorp.com. This information is also available in printed form free of charge to any shareholder who requests it by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416.

Code of Business Conduct and Ethics. The Board has adopted the Code of Ethics, which applies to all our employees, directors, and officers, including our President and Chief Executive Officer, Chief Financial Officer, Controller, and other senior financial officers. The Code of Ethics, as applied to our principal financial officers, constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of business conduct and ethics” within the meaning of the listing standards of the Nasdaq. The Code of Ethics is posted on our website at www.regiscorp.com. The Code of Ethics is also available in printed form free of charge to any shareholder who requests it by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416. We intend to promptly disclose future amendments to certain provisions of the Code of Ethics and any waivers of provisions of the Code of Ethics that are required to be disclosed under the rules of the SEC or under the listing standards of the Nasdaq, at the same location on our website.

Insider Trading Policy. The Board has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s stock that applies to all employees, officers and directors. The Company believes the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. Under this policy, all employees, officers and directors and their family members are prohibited from trading in the Company’s stock when they have material, nonpublic information about the Company, and it also prohibits disclosing (or “tipping”) such information. The policy also imposes certain quarterly trading window restrictions and pre-clearance requirements. The policy also requires the Company to comply with insider trading rules when effecting transactions in its stock.

The policy also prohibits short-sales, transactions in put or call options or other derivative transactions, hedging transactions or other inherently speculative transactions in Regis stock. With respect to the prohibition on hedging, the policy prohibits purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock, including shares held directly or indirectly (however, our policy does not prohibit general portfolio diversification transactions). The policy also prohibits holding our stock in a margin account or pledging it as collateral for a loan, except in the limited circumstance that an individual has demonstrated financial capacity to repay the loan without resort to the pledged securities and obtains approval from our Chief Financial Officer.

Related Party Transactions. Our Board has adopted a Related Party Transaction Approval Policy requiring approval of all related party transactions for amounts exceeding $10,000 for the fiscal year. We did not have any related party transactions during fiscal 2026.

Complaint/hotline Procedures. The Audit Committee Complaint Procedures, which are posted on our website at www.regiscorp.com, provide for the publication of a toll-free number and mailing address for complaints to be submitted to the Audit Committee.

The Board currently has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The composition of the Board’s standing committees at fiscal year-end is set forth below.

The Board has determined that all members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee qualify as independent directors as defined under the Nasdaq corporate governance rules.

The charters of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee may be viewed on our website at www.regiscorp.com under “Corporate Governance” on the “Investor Relations” page. The charters are also available in printed form free of charge to any shareholder who requests them by writing to our Chief Financial Officer, Regis Corporation, 3701 Wayzata Boulevard, Suite 600, Minneapolis, Minnesota 55416. The charters include information regarding the committees’ composition, purpose, and responsibilities.

The Audit Committee assists the Board in discharging its oversight responsibility to the shareholders and investment community regarding: (i) the integrity of the Company’s financial statements and internal controls over financial reporting, (ii) the independence, qualifications and performance of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function, and (iv) the Company’s compliance with legal and regulatory requirements.

In carrying out these duties, the Audit Committee maintains free and open communication among the Board, the independent auditor, and the Company’s management. The Audit Committee meets with management and the independent auditor at least quarterly, generally prior to the Company’s earnings releases to discuss the results of the independent auditor’s quarterly reviews and fiscal year-end audit.

The Board has determined that all members of the Audit Committee meet the Nasdaq definitions of independence and financial literacy for Audit Committee members. In addition, the Board has determined that each of Ms. Benacci and Mr. Merriman, each of whom is also an independent director, is an audit committee financial expert (“ACFE”) for purposes of the SEC rules and possesses accounting or related financial management expertise required by the Nasdaq. Members serving on the Audit Committee do not currently serve on the audit committees of more than three public companies. In connection with Mr. Merriman not seeking re-election to the Board at the Annual Meeting, the Board elected Ms. Benacci to serve as Chair of the Audit Committee after Mr. Merriman’s term ends at the Annual Meeting. Ms. Benacci previously served as Chair of the Audit Committee from November 2024 to March 2026.

The primary responsibilities of the Compensation Committee are to determine and approve, or to make recommendations to the Board with respect to, the compensation and benefits packages of the Company’s executives and to consider and to recommend incentive compensation and equity-based compensation plans. The Compensation Committee also reviews director

compensation, oversees the evaluation of the Chief Executive Officer, and evaluates on an annual basis its own performance and the adequacy of its charter. Additional information about the responsibilities of the Compensation Committee is provided below in the Compensation Discussion and Analysis section of this Proxy Statement. The Board has determined that all members of the Compensation Committee meet the Nasdaq definition of independence applicable to Compensation Committee members.

The Nominating and Corporate Governance Committee discharges the Board’s responsibilities related to general corporate governance, including Board organization, membership, and evaluation. The Nominating and Corporate Governance Committee also monitors Board qualifications and orientation of new directors, assists with the annual Chief Executive Officer evaluation, reviews and resolves any director conflicts of interest, and presents qualified individuals for election to the Board. In addition, the Nominating and Corporate Governance Committee annually reviews the Corporate Governance Guidelines. It also reviews and approves, if appropriate, any related party transactions in accordance with the Company’s Related Party Transaction Approval Policy. Finally, the Nominating and Corporate Governance Committee oversees the evaluation of the performance of the Board and each standing committee of the Board. For further information regarding our director nomination process, see “Director Nomination Process” above.

We designed our director compensation program to address the time, effort, expertise, and accountability required of active Board membership, with consideration given to industry comparisons of directors’ compensation. Our Board believes that annual compensation for non-employee directors should consist of both cash, to compensate directors for their service on the Board and its committees, and equity, to align the interests of directors and our shareholders. By vesting over time, equity awards also create an incentive for continued service on our Board.

Compensation of our directors is reviewed and determined by the Board on an annual basis. Employee directors do not receive any cash or other compensation for their services as directors. Each of the cash compensation and the equity compensation for non-employee directors who serve during only a portion of a fiscal year is pro-rated. In October 2025, the Board reviewed our director compensation and determined not to increase the cash compensation program for fiscal 2026. As to equity awards, following review of relevant benchmarking data, the Board approved a $12,000 increase to the value of the annual grant of restricted stock units (“RSUs”) for the non-employee directors and a $6,000 increase to the annual grant of RSUs for the Chair of the Board, with an offsetting $5,000 decrease to the annual cash retainer for the Chair of the Board. Accordingly, the fiscal 2026 director compensation program is described below:

In addition to the foregoing, for the portion of fiscal 2026 when we had an interim President and Chief Executive Officer while the Board was conducting a search for a successor President and Chief Executive Officer, Ms. Lintonsmith served as Chair of the Strategy Committee that was formed by the Board to facilitate its oversight of strategy during this transition period. For her service, Ms. Lintonsmith was paid an additional annual retainer of $20,000, resulting in payment of $6,521 for the period of her service in this role during fiscal 2026.

The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2026, information concerning their annual and long-term compensation earned during such fiscal year.

The following table shows, for each of our non-employee directors, the aggregate number of stock and option awards outstanding as of June 30, 2026:

Regis Corporation is a leader in the haircare industry, with a portfolio of brands, including Supercuts, SmartStyle, Cost Cutters, Roosters, and First Choice Haircutters. As of June 30, 2026, the Company franchised or owned 3,712 salons, primarily in North America, consisting of 3,448 franchised salons and 264 Company-owned salons.

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

As we execute against our vision, we are focused on strengthening our brands, supporting the success of our franchisees and stylists, enhancing the guest experience, driving operational excellence, and delivering sustainable long-term value for our shareholders.

Our culture and approach to executing our strategy are guided by four core values:

These values shape how we operate and how our leaders are expected to lead and support our efforts to strengthen our brands, enhance the guest experience, and drive sustainable long-term performance.

The Compensation Discussion and Analysis (the “CD&A”) section of this Proxy Statement will provide you with information concerning the basic objectives, principles, decisions, material elements, processes, amounts, and rationale underlying the compensation of our Named Executive Officers (“NEOs”). As a “smaller reporting company” under the rules of the SEC, we are taking advantage of certain scaled disclosure rules, including reduced disclosure obligations regarding the compensation of our NEOs. For fiscal 2026, our NEOs are:

Our fiscal 2026 annual compensation plan includes three main components: base salary, short-term incentives, and long-term incentives.

The elements of our fiscal 2026 compensation plan include:

At our 2025 annual meeting of shareholders, shareholders holding approximately 88% of the votes cast on our say-on-pay proposal voted in favor of our executive compensation program.

Our executive compensation programs are based on our belief that attracting, retaining, and motivating talented executives is critical to executing our business strategy, maintaining our competitive advantage in the haircare industry and achieving the financial and strategic objectives set by the Board. Accordingly, our executive compensation programs are designed to reward performance, reinforce accountability for business results, and align the interests of our executives with those of our shareholders.

The Compensation Committee has adopted a compensation philosophy that centers on the following guiding principles:

Generally target total direct compensation at market rates, with the following considerations:

As a result of the Company’s limited financial flexibility in recent years, annual compensation for our NEOs has remained generally flat. From time to time, the Compensation Committee has provided special bonuses or awards that were tailored to recognize certain objectives and accomplishments. Accordingly, while the Compensation Committee considers the compensation philosophy described above when reviewing compensation each year, actual decisions in recent years have been driven by the Company’s financial circumstances and specific achievements. As a result of the Company’s recent financial circumstances, the Compensation Committee believes our NEOs’ compensation has been below market median, but that this positioning has been appropriate in recognition of the financial limitations we have faced.

Align with shareholder interests by designing a compensation portfolio that pays for performance and reinforces accountability for results.

The Compensation Committee believes this combination of annual performance-based incentives, multi-year performance incentives and equity compensation appropriately balances near-term execution with long-term value creation. The Compensation Committee also recognizes the need to remain flexible to address particular circumstances as they arise so that we can remain competitive in retaining key leadership talent and incentivizing achievement of the Company’s strategic and financial objectives.

In fiscal 2026, the Compensation Committee continued to engage Pay Governance LLC (“Pay Governance”) as an independent advisor to the Compensation Committee. For fiscal 2026, the Compensation Committee requested Pay Governance to benchmark executive compensation against an approved peer group and broader market practices. The Compensation Committee considered this report when making its determinations regarding executive compensation for fiscal 2026. Upon review, the Compensation Committee determined to increase the base salaries for our NEOs, reflecting each NEO’s expanded responsibilities, while the percentage of base salary used to determine target annual cash incentive opportunities for the NEOs remained flat.

In connection with various decisions about compensation levels for our NEOs, the Compensation Committee has considered compensation in the external market as one factor in its executive compensation decisions, examining both relevant broad retail industry data and data from a group of companies it considers representative of its competitors for executive talent.

The Compensation Committee is charged with developing and administering the base salary, annual and long-term incentives, and benefit programs for our executives. Our annual cash incentive program is typically referred to as our “bonus” program, and the bonus payments are generally reported as “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table of this Proxy Statement. In developing our compensation programs, a basic objective for the Compensation Committee was that the total compensation awarded to the NEOs be fair, reasonable, and competitive. This objective is consistent with our executive pay philosophy.

The primary purpose of the Compensation Committee is to discharge the responsibilities of the Board relating to the compensation of our executives. Accordingly, the primary duties and responsibilities of the Compensation Committee are:

Our President and Chief Executive Officer furnishes her input to the Compensation Committee regarding the compensation of the Company’s executives, including the other NEOs, and she may be present during deliberations and voting on the other executives’ compensation. However, our President and Chief Executive Officer is not present during deliberations and voting regarding her own compensation or during other executive sessions of the Compensation Committee.

Since fiscal 2018, the Compensation Committee has engaged Pay Governance, an independent consulting firm, to provide to it executive compensation consulting services. The Compensation Committee assessed Pay Governance’s independence pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent Pay Governance from independently representing the Compensation Committee.

Since it was engaged by the Compensation Committee, Pay Governance worked with the Compensation Committee and Company management to establish incentive plan designs, supported the Compensation Committee with shareholder engagement efforts, and assisted the Compensation Committee on other activities in support of its responsibilities as set forth in its charter. The Chair of the Compensation Committee worked directly with Pay Governance to determine the scope of the work needed to assist the Compensation Committee in its decision-making processes. Pay Governance worked with management, at the direction of the Compensation Committee, to fully understand the future business direction and the historical, current, and desired future direction of our pay policies and practices, as well as to facilitate the development of our compensation strategies, including the approach to determining compensation levels.

The Compensation Committee modified our NEOs’ base salaries for fiscal 2026 as follows:

As a result, base salaries for our NEOs for fiscal 2026 were as follows:

The Compensation Committee determines the AIC payouts each year in accordance with our Short Term Incentive Plan (“Short Term Plan”).

Following the end of fiscal 2026, in August 2026, the Compensation Committee evaluated the performance against the AIC metrics, as described in further detail below. After evaluating performance against the metrics, the Compensation Committee exercised its negative discretion to reduce payments to certain NEOs as described below.

For fiscal 2026, the Compensation Committee determined to grant to each of Mr. Lain, Ms. Zupfer and Mr. Suarez an award of 5,400 RSUs. The Compensation Committee also determined to grant to Ms. Lintonsmith an award of 12,125 RSUs in connection with her appointment as President and Chief Executive Officer of the Company. These awards are eligible to vest in equal installments on each of the first three annual anniversaries of the grant date.

In January 2025, the Board approved the Cash LTIP and individual awards under the Cash LTIP at the recommendation of the Compensation Committee. The Cash LTIP provides cash bonus opportunities to certain executives of the Company, including our executive officers, based on achievement of growth in the Company’s Adjusted EBITDA for the three-year period ending June 30, 2027 (the “Performance Period”). The Cash LTIP is designed to motivate certain executives to achieve performance metrics related to the Company’s Adjusted EBITDA in order to promote achievement of the Company’s long-term financial success.

The Compensation Committee will administer the Cash LTIP and select participants to receive awards, which represent the participant’s right to a percentage of the excess of the Company’s Adjusted EBITDA, excluding incentive compensation expenses and adjusted for certain corporate transactions, over specified Adjusted EBITDA thresholds for each fiscal year during the Performance Period (the “Excess Amount”). The Compensation Committee may adjust the Adjusted EBITDA thresholds for each applicable fiscal year following the first fiscal year of the Performance Period. The Award Percentage is approximately 11% for each executive officer then serving as an executive officer and who still serves as an executive officer, including Mr. Lain, Ms. Zupfer and Mr. Suarez. Additionally, the Board approved a Cash LTIP award for Ms. Lintonsmith at the recommendation of the Compensation Committee beginning with a pro-rated award for fiscal 2026, with an Award Percentage of 32%. For participants who remain employed with the Company through the applicable dates, the participants’ percentage of the Excess Amount (the “Award Percentage”) will be multiplied by the Excess Amount. The amounts accrue each fiscal year over the Performance Period and any accrued amounts will be paid in two equal installments on each of September 15, 2027 and July 14, 2028 (collectively, the “Payment Dates”) so long as the participant remains employed through such dates, except as described below.

For purposes of determining the amount earned and accrued under the Cash LTIP for fiscal 2026, Adjusted EBITDA was calculated consistent with the calculation used for the AIC payouts, which resulted in an aggregate Excess Amount of $530,084 for fiscal 2026.

Generally, if a participant’s employment is terminated before one or both of the Payment Dates, the participant’s rights to any accrued but unpaid amount under the Cash LTIP will be forfeited. However, if a participant’s employment is terminated without “cause” or due to death or disability, the participant will receive a prorated or full award (depending on the time of termination) on the Payment Dates, based on actual performance during the Performance Period. In the event of a “change in control” during the Performance Period, achievement of Adjusted EBITDA thresholds will be determined by the Compensation Committee in its discretion with reference to the Company’s most recent Adjusted EBITDA projection or budget. Any earned bonuses based on the foregoing will be paid within 60 days following the change in control. “Cause” and “change in control” are as defined in the amended and restated Regis Corporation 2018 Long Term Incentive Plan (the “2018 Plan”).

Upon consultation with its independent compensation consultant, the Compensation Committee approved a retention bonus to Mr. Lain in recognition of his past service and to encourage his continued service to the Company, in the amount of $500,000 subject to Mr. Lain remaining employed by Regis through March 16, 2027 and to be paid to Mr. Lain no later than March 31, 2027, which will also be paid as to a pro-rated amount of at least one-half if his employment is terminated without cause prior to such date.

Pursuant to the Interim CEO Agreement (as defined below), Mr. Lain was eligible and received an interim service bonus of $100,000 for fulfilling his duties as Interim President and Chief Executive Officer of the Company until the appointment of a permanent President and Chief Executive Officer of the Company and his continued employment with the Company for at least 30 days thereafter.

Consistent with our current compensation philosophy, we provide benefits that align with the market median and with current market practices. The benefits we provided to our NEOs in fiscal 2026 are summarized in the footnotes to the Summary Compensation Table in this Proxy Statement or are otherwise reported in the accompanying tables, including footnotes. Current benefits for our NEOs include core benefits available to all full-time employees (e.g., coverage for medical, dental, prescription drugs, basic life insurance, and long-term disability coverage), 401(k) plan matching contributions, and the Stock Purchase Plan.

Subsequent to fiscal 2026, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2027. The Compensation Committee decided not to make any changes to the base salaries or AIC targets for any of our NEOs, and will continue to evaluate long-term incentives for our NEOs following the Annual Meeting to ensure that our NEOs’ interests are aligned with those of our shareholders.

We believe in holding ourselves to a high standard of ethics, transparency, and accountability. Accordingly, we have adopted corporate governance practices and policies that, in many cases, go beyond SEC and Nasdaq requirements to reflect emerging best practices.

We previously maintained a compensation recovery policy covering recovery of bonuses and equity compensation received by executive officers under certain circumstances. In light of the incentive compensation recovery rules and stock exchange listing standards that became effective in fiscal 2024, we adopted a mandatory compensation recovery policy (the “Mandatory Compensation Recovery Policy”). The Mandatory Compensation Recovery Policy applies to all incentive-based compensation, which is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, received by Section 16 officers of the Company. This policy provides that, in the event of an accounting restatement due to material non-compliance with any financial reporting requirement, the Company will recover the amount of the erroneously awarded compensation, which is the excess of the amount of incentive-based compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts.

The Board believes that each of our executives who has reached the level of Senior Vice President or above should be a shareholder and should have a significant financial stake in the Company. Accordingly, the Compensation Committee adopted stock ownership requirements, which are reflected in our Corporate Governance Guidelines, requiring each executive to hold our common stock having a fair market value equal to a multiple of their base salary, as set forth below:

The current stock ownership requirements were established in April 2013. All shares beneficially owned by an executive are included in the calculation, except that shares subject to performance-based vesting conditions, shares subject to unexercised stock options, and SARs are not included. For purposes of the stock ownership calculation, shares are valued at the greater of (i) the average closing price of one share of the Company’s common stock during the most recent fiscal year and (ii) the closing price on the last day of the most recent fiscal year.

In addition, our Corporate Governance Guidelines contain a stock retention requirement that mandates executives to retain at least 75% of the shares they received from equity compensation awards, net of shares withheld or tendered to satisfy withholding taxes, until the stock ownership requirement is satisfied.

Based on their current holdings and status as current executive officers, Ms. Lintonsmith, Mr. Lain, Ms. Zupfer and Mr. Suarez each remain subject to our stock retention requirement. None of the NEOs sold any shares during fiscal 2026. The Nominating and Corporate Governance Committee is responsible for measuring and monitoring compliance with these guidelines.

We do not have any formal policy that requires us to grant, or avoid granting, equity awards at certain times. Historically, the Compensation Committee approved the issuance of equity awards in connection with employee retention, annual compensation decisions at its first regular meeting of the year, and, when appropriate, in connection with the hire of an executive officer. At times, when NEO compensation decisions are made outside of the Company’s regular meetings, our Board and the Compensation Committee may approve equity awards for NEOs as needed. In certain cases, the Compensation Committee approves equity awards to be granted later when the trading window under the Company’s insider trading policy opens. As a result, in all cases, the timing of grants of equity awards, including SARs and stock options, occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.

During fiscal 2026, we did not award SARs or stock options to any of our NEOs.

We are parties to certain compensatory arrangements with our NEOs, as described below under the “Summary of Arrangements with Named Executive Officers” section of this Proxy Statement. The purpose of these arrangements is to reflect the compensatory terms agreed to in connection with attracting talented executives to our Company.

All of our NEOs are eligible for certain compensation and other benefits if his or her employment terminates due to certain articulated reasons (including in connection with a change in control). Receipt of these benefits generally requires the executive to comply with certain post-termination covenants and execute a release of claims in favor of the Company. The Compensation Committee and the Board recognize the importance of avoiding the distraction and loss of key management personnel that may occur in connection with certain leadership transitions, as well as any rumored or actual change in control of the Company. Accordingly, the Compensation Committee and the Board have structured the terms for severance to incentivize the executives to remain employed by the Company during any transition or while a transaction is under consideration or pending, and to not favor one transaction structure over another merely because of the impact on his or her compensation.

I.R.S. Code Section 162(m) precludes the Company from taking a federal income tax deduction for compensation paid in excess of $1 million to our “covered employees”.

The Compensation Committee continues to believe that a significant portion of our executives’ compensation should be tied to the Company’s performance and that shareholder interests are best served if the Company’s discretion and flexibility in structuring and awarding compensation is not restricted, even though some compensation awards may have resulted in the past, and are expected to result in the future, in non-deductible compensation expenses to the Company. The Compensation Committee’s ability to continue to provide a competitive compensation package to attract, motivate, and retain the Company’s most senior executives is considered critical to the Company’s success and to advancing the interests of its shareholders.

The Compensation Committee considered (i) the accounting treatment of various types of equity-based compensation under Accounting Standards Codification (“ASC”) Topic 718 and (ii) the non-deductibility of excess parachute tax payments under Code Section 280G (and the related excise tax imposed on covered employees under Code Section 4999) in its design of executive compensation programs. In addition, the Compensation Committee considered other tax and accounting provisions in developing the compensation programs for our NEOs. These considerations included the special rules applicable to non-qualified deferred compensation arrangements under Code Section 409A, as well as the overall income tax rules applicable to various forms of compensation. While the Compensation Committee strove to compensate our NEOs in a manner that produced favorable tax and accounting treatment, its main objective was to develop fair and equitable compensation arrangements that appropriately motivate, reward, and retain those executives.

The following table shows each individual who served as our principal executive officer in fiscal 2026 and the two other most highly compensated executive officers in fiscal 2026 who were still serving as such on June 30, 2026 (together, referred to as the “Named Executive Officers” or “NEOs”), along with information concerning compensation earned for services in all capacities during each of the fiscal years ended June 30, 2026 and 2025.

The following section addresses the key elements of the compensation arrangements with each of our NEOs, including the key terms of any letter agreements or employment agreements between the NEO and the Company. Mr. Suarez did not have an individual compensatory arrangement with the Company for fiscal 2026.

Upon approval of the Compensation Committee of the Board, on February 18, 2026, the Company entered into a President and CEO Offer Letter Agreement (the “CEO Agreement”) with Ms. Lintonsmith, pursuant to which she became President and Chief Executive Officer of the Company, effective March 16, 2026, subject to the terms of the agreement. Pursuant to the CEO Agreement, Ms. Lintonsmith’s base salary was set at $640,000 per year and she is eligible for an annual target bonus of 125% of her base salary, which was prorated for fiscal 2026 as set forth in the CEO Agreement. In connection with her appointment, she also received RSUs with a value of $291,000 which vest at the rate of one-third of the total grant amount on each annual anniversary of the grant date. Commencing with fiscal 2027, she will also be eligible to receive annual long-term incentive awards, including in fiscal 2027, an annual long-term incentive award with a value of $1,000,000. The equity awards granted to Ms. Lintonsmith during the first three years of her employment will provide for prorated vesting upon retirement, defined as retirement after age 64, so long as she commences discussions about her retirement at least six months in advance, and upon a termination of her employment without cause. Ms. Lintonsmith is also covered by the Company’s Amended and Restated Senior Executive Severance Policy and other executive level benefit programs.

Upon approval of the Compensation Committee of the Board, on June 20, 2025, the Company entered into an Interim CEO Offer Letter Agreement (the “Interim CEO Agreement”) with Mr. Lain, pursuant to which he became Interim President and Chief Executive Officer of the Company, subject to the terms of the agreement. For the period of his interim service, Mr. Lain’s base salary was increased to $550,000 and his target annual incentive was increased to 100% of base salary. Mr. Lain was also eligible for a $100,000 interim service bonus subject to certain terms set forth in the Interim CEO Agreement.

Upon approval of the Compensation Committee of the Board, on March 13, 2026, the Company also entered into a Letter Agreement for Chief Operating Officer (the “COO Agreement”) with Mr. Lain, pursuant to which he transitioned from Interim President and Chief Executive Officer to Chief Operating Officer, effective March 16, 2026, subject to the terms of the agreement. Pursuant to the COO Agreement, Mr. Lain’s base salary was set at $470,000 per year and he remains eligible for an annual target bonus, which was pro-rated for fiscal 2026 as set forth in the COO Agreement. In addition, Mr. Lain will be eligible for a continued service bonus of $500,000 if he remains employed by the Company through March 16, 2027, which will also be paid as to a prorated amount of at least one-half if his employment is terminated without cause prior to such date. The COO Agreement superseded and replaced the Interim CEO Agreement in its entirety, provided that the Company was still obligated to pay Mr. Lain the interim service bonus in the amount of $100,000 set forth in the Interim CEO Agreement.

On December 1, 2014, the Company entered into an employment agreement with Ms. Zupfer in connection with her employment with the Company. Pursuant to the agreement, Ms. Zupfer is entitled to (i) receive an annual base salary, the amount of which is reviewed annually by the Compensation Committee and subject to adjustment, (ii) receive an annual incentive award, which is set as a percentage of Ms. Zupfer’s then-current base salary for achievement of target performance, but the actual payout may be less than or greater than such amount for actual performance that is less than or greater than target, respectively, (iii) participate in the Company’s long-term equity incentive program on the same basis as the Company’s other executive officers, with the value of the awards being set annually by the Compensation Committee, and (iv) receive life insurance and health and welfare benefits offered to other full-time employees.

Under the terms of Ms. Zupfer’s employment agreement, she is entitled to certain benefits upon her death or disability, termination without Cause or for Good Reason, or termination for Cause or without Good Reason, which are contingent upon Ms. Zupfer signing, and not rescinding, a release and complying with certain non-competition and non-solicitation covenants. In the event of Ms. Zupfer’s death or disability, she is entitled to her accrued compensation and obligations. In the event of Ms. Zupfer’s termination without Cause or resignation for Good Reason, she is entitled to all accrued compensation and obligations and an amount equal to one times her annual base salary plus a pro-rated portion of any bonus she would have

earned for the year of termination (based on actual performance), plus 12 months of benefits continuation coverage. In Ms. Zupfer’s employment agreement, “Cause” is defined as acts during Ms. Zupfer’s employment resulting in a felony conviction that is materially detrimental to the financial interests of the Company; willful nonperformance by Ms. Zupfer of her material employment duties (other than by reason of physical or mental incapacity) after reasonable notice to Ms. Zupfer and reasonable opportunity (not less than 30 days) to cease such non-performance; or willful engagement in fraud or gross misconduct that is materially detrimental to the financial interests of the Company. “Good Reason” is defined as any of the following to occur during Ms. Zupfer’s employment with the Company: (i) any material diminution in the nature of her authority, duties, or responsibilities, or her removal from, or failure to be reelected to, her position (except in connection with a termination for Cause, permanent disability, or as a result of her Death or her resignation other than for Good Reason); (ii) a material reduction in her base salary (other than a reduction that is part of an across-the-board reduction of base salaries for all executives; provided that, the reduction is commensurate with the percentage reduction in base salaries for all other executives; (iii) the Company’s failure to continue (without substitution of a substantially equivalent plan) any compensation plan, bonus, or incentive plan, stock purchase plan, stock option plan, life insurance plan, health plan, disability plan, or other benefit plan or arrangement in which Ms. Zupfer is participating; (iv) the Company’s material breach of the employment agreement; (v) the requirement that Ms. Zupfer’s principal place of employment be relocated by more than 30 miles from the Company’s current address; or (vi) the Company’s failure to obtain an agreement from any successor entity to assume the Company’s obligations under the employment agreement. “Disability” is defined as a physical or mental disability or health impairment that prevents the effective performance by Ms. Zupfer of her duties on a full-time basis.

Ms. Zupfer’s employment agreement further provides that severance payments will be paid over the course of the severance period and offset by any compensation Ms. Zupfer receives from other substantially full-time employment during the severance period. However, in fiscal 2017, the Compensation Committee modified this provision to provide that severance will not be offset by non-competitive employment. The severance payments are contingent upon Ms. Zupfer signing, and not rescinding, a release of claims and complying with certain non-competition and non-solicitation covenants. The Company’s remedies for violation of restrictive covenants include injunctive relief and forfeiture of severance benefits.

When executive officers join the Company, from time to time, we have agreed to sign-on incentives and relocation benefits that are not part of their ongoing compensation to incentivize them to leave their former employers and join the Company. No such benefits were provided to the NEOs in fiscal 2025 or 2026.

Certain of our executive officers participate in the Amended and Restated Senior Executive Severance Policy (the “Severance Policy”) under which Senior Vice Presidents and above without an individual employment agreement are entitled to receive the following severance benefits if the executive’s employment is terminated without Cause: (i) one year of base salary paid in installments over a period of 12 months; (ii) a pro rata bonus for the fiscal year in which termination occurs based on actual performance, if it can be calculated, but not to exceed (A) the target bonus amount prior to proration based on actual achievement for an executive who worked nine months or more during a fiscal year, (B) if actual achievement cannot be calculated, a bonus amount based on the average payout of other eligible continuing executives for an executive who worked nine months or more during a fiscal year, or (C) 75% of the target bonus amount for an executive who worked less than nine months during the fiscal year; and (iii) continuation of certain medical benefits for up to 12 months unless and until the executive is covered under the health and/or dental insurance policy of a new employer. The severance benefits are subject to the executive signing a release in favor of the Company and complying with one-year non-competition and non-solicitation restrictions. Ms. Lintonsmith’s CEO Agreement incorporated the Severance Policy in the event of a qualifying termination of her employment under the CEO Agreement. Mr. Lain and Mr. Suarez are eligible for severance benefits under the Severance Policy if there is a qualifying termination.

Under the Severance Policy, “Cause” is defined as (a) acts resulting in a felony conviction under any federal or state statutes that is materially detrimental to the financial interests of the Company; (b) willful non-performance by the employee of the employee’s material employment duties (other than by reason of the employee’s physical and/or mental incapacity) after reasonable notice to the employee and reasonable opportunity (not less than 30 days) to cease such non-performance; or (c) willfully engaging in fraud or gross misconduct which is detrimental to the financial interests of the Company.

The terms of the equity awards granted as part of the current long-term incentives are summarized below:

RSUs were granted to Ms. Lintonsmith on March 16, 2026 in connection with her appointment as President and Chief Executive Officer of the Company. RSUs were granted to Mr. Lain, Ms. Zupfer, and Mr. Suarez on September 5, 2025 as part of their annual long term incentive compensation for fiscal 2026. RSUs were granted to Mr. Lain, Ms. Zupfer, and Mr. Suarez on November 22, 2024 as part of their annual long term incentive compensation for fiscal 2025. The RSUs granted in fiscal 2026 and fiscal 2025 are eligible to vest in equal installments on the first three annual anniversaries of the date of grant.

For each of the NEOs, in the event of a termination of employment, unvested RSUs are generally forfeited; provided, however:

In addition to the foregoing protections, for Ms. Lintonsmith’s RSU grant in fiscal 2026, a pro-rated portion of the RSUs will vest if her employment is terminated by the Company without Cause (as defined in the 2018 Plan) within the first three years of her employment.

The 2018 Plan provides the following definitions:

provided, however, that for any payment with respect to any award under the 2018 Plan that is subject to Section 409A of the Code, the Change in Control must also be a change in control event under Treasury Regulations Section 1.409A-3(i)(5).

For purposes of this definition, “Business Combination” means a merger or consolidation of the Company with or into another entity, a statutory share exchange, or the acquisition by any person of all or substantially all of the assets of the Company; and “Continuing Directors” means individuals who are members of the Board of Directors as of November 6, 2024, together with any individual who becomes a director thereafter whose initial election or nomination was approved by a majority of the then Continuing Directors (excluding any individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest).

provided that, the employee notifies the Company of such condition within 90 days of its initial existence and the Company fails to remedy such conduct within 30 days of receiving such notice (the “Cure Period”) and the employee delivers written notice of resignation to the Company’s Human Resources Department within 30 days following the end of the Cure Period.

We currently provide the NEOs the option to participate in two Company-sponsored retirement savings plans: the Executive Retirement Savings Plan, a nonqualified deferred compensation plan, and the Regis Individual Secured Retirement Plan (the “RiSRP”), an employee welfare benefit plan, which was added in fiscal 2016 as a post-tax retirement savings option.

Elections to defer compensation under the Executive Retirement Savings Plan are made annually, prior to the beginning of the year in which the deferred compensation is earned. Executives may defer up to 100% of their annual compensation, including annual incentive, on a pre-tax basis. Beginning with elections made in fiscal 2016, in-service distributions must be deferred for a minimum of two years. Employer contributions under the Executive Retirement Savings Plan for our NEOs include a 25% match on up to a maximum of $100,000 in deferred compensation (i.e., $25,000) and a discretionary annual profit sharing contribution (each on a calendar-year basis), although no profit sharing contribution has been made since 2016. We deposit the deferred amounts and employer contributions into a trust for the benefit of plan participants. In accordance with tax laws, the assets of the

trust are subject to claims of the Company’s creditors. Participant account balances are deemed invested as the executive directs, from time to time, among the investment alternatives offered. Subject to compliance with plan terms and applicable tax requirements (including, without limitation, Code Section 409A), executives may elect the distribution date for their plan accounts.

Under the RiSRP, participants may elect to contribute amounts from payroll, up to 100% of their annual compensation, including annual incentive, on an after-tax basis. Employee contributions under the RiSRP for our NEOs include the same match opportunity as the Executive Retirement Savings Plan, and if an NEO is participating in both plans, their aggregate match is capped at $25,000. Participants may also make contributions outside of payroll deductions, but these are not eligible for employer match. Participant contributions and employer matching contributions are deposited in participant-owned life insurance policies. These insurance policies are not subject to claims of the Company’s creditors. Each participant’s account balance under the life insurance policy is invested as the participant directs, from time to time, among the investment alternatives available under the insurance policy.

The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of June 30, 2026.