rgs-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2026
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission file number 1-12725

Regis Corporation

(Exact name of registrant as specified in its charter)

Minnesota

41-0749934

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3701 Wayzata Boulevard,

Minneapolis

Minnesota

55416

(Address of principal executive offices)

(Zip Code)

(952) 947-7777

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of exchange on which registered

Common Stock, $0.05 par value

RGS

The Nasdaq Global Market

Rights to Purchase Series A Junior Participating Preferred Stock, $0.05 par value

RGS

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to be submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act): Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of May 6, 2026: 2,498,778

REGIS CORPORATION

INDEX


Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited):

		Condensed Consolidated Balance Sheets as of March 31, 2026, and June 30, 2025	3

		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2026, and 2025	4

		Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 2026, and 2025	5

		Condensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended March 31, 2026, and 2025	6

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026, and 2025	7

		Notes to Condensed Consolidated Financial Statements	8

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

	Item 4.	Controls and Procedures	36

Part II.	Other Information		37

	Item 1.	Legal Proceedings	37

	Item 1A.	Risk Factors	37

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

	Item 5.	Other Information	38



	Item 6.	Exhibits	39

	Signatures		40

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

REGIS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

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

(Dollars in thousands, except per share data)


	March 31, 2026		June 30, 2025

ASSETS
Current assets:
Cash and cash equivalents (Note 7)	$	22,930	$	16,959
Receivables, net	9,005		9,473
Inventory	2,482		2,798
Other current assets	19,926		21,254
Total current assets	54,343		50,484

Property and equipment, net	9,542		10,085
Goodwill (Note 1)	183,101		183,436
Other intangibles, net	5,471		5,830
Right of use asset (Note 8)	188,206		229,861
Deferred tax asset (Note 5)	100,978		102,504
Other assets	14,957		16,757

Total assets	$	556,598	$	598,957

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	20,570	$	20,837
Accrued expenses	15,986		19,066
Long-term debt, current portion (Note 9)	2,550		1,100
Short-term lease liability (Note 8)	52,558		60,685
Total current liabilities	91,664		101,688

Long-term debt, net (Note 9)	112,774		109,693
Long-term lease liability (Note 8)	144,564		179,280

Other non-current liabilities	18,146		22,680
Total liabilities	367,148		413,341

Shareholders' equity:
Common stock, $0.05 par value; issued and outstanding, 2,498,778 and 2,435,981 common shares at March 31, 2026, and June 30, 2025, respectively	125		122
Additional paid-in capital	76,831		75,243
Accumulated other comprehensive income	7,982		8,286
Retained earnings	104,512		101,965
Total shareholders' equity	189,450		185,616
Total liabilities and shareholders' equity	$	556,598	$	598,957

_______________________________________________________________________________

The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.

REGIS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

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


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025

Revenues:
Royalties	$	13,224	$	13,533	$	40,901	$	44,019
Fees	1,861		2,402		5,398		7,671
Advertising fund contributions	5,215		5,203		16,086		16,334
Franchise rental income (Note 8)	13,006		16,866		47,597		58,524
Company-owned salon revenue	19,101		18,953		58,500		23,188
Total revenue	52,407		56,957		168,482		149,736
Operating expenses:

General and administrative	9,975		11,235		31,590		36,424
Rent (Note 8)	3,622		4,058		10,443		7,271
Advertising fund expense	5,215		5,203		16,086		16,334
Franchise rent expense	13,006		16,866		47,597		58,524
Company-owned salon expense (1)	13,958		13,835		42,453		16,534
Depreciation and amortization	914		739		2,478		1,645
Long-lived asset impairment	—		—		—		352

Total operating expenses	46,690		51,936		150,647		137,084

Operating income	5,717		5,021		17,835		12,652

Other (expense) income:
Interest expense	(5,026)		(5,087)		(15,552)		(14,781)
Gain on earn-out liability	—		—		1,000		—
Other, net	202		315		961		685

Income (loss) from operations before income taxes	893		249		4,244		(1,444)

Income tax (expense) benefit	(158)		1		(1,697)		90

Income (loss) from continuing operations	735		250		2,547		(1,354)

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

Net income	$	735

SEC Form 10-Q filed by Regis Corporation