UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Regis Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LETTER FROM THE CHAIRMAN

Dear Regis shareholders, employees, franchisees, vendors, and customers,

In fiscal 2025, Regis executed on many strategic opportunities made possible by the strong foundation achieved throughout fiscal 2024:

•	We acquired the portfolio of Alline salons, giving us the connection to operations and our franchisees and the ability to test and optimize customer and stylist initiatives;

•	We stabilized same-store sales and returned to profitable growth; and

•	We commenced a relationship with leading customer loyalty and engagement experts.

All of these actions position us well to continue executing our strategy to optimize and grow our company-owned salon portfolio and advance the transformation of our brands.

As Regis evolves, the Board of Directors and management team are also evolving to support this next chapter of growth. In June, we announced that Matthew Doctor was stepping down from his role as President and Chief Executive Officer effective June 30, 2025. The Board appointed Jim Lain, who was serving as EVP Brand Operations – Supercuts and Cost Cutters, as interim President and Chief Executive Officer effective July 1, 2025. The Board knew that Jim’s long tenure with Regis, his close relationship with our franchisees and employees, and his deep knowledge of the hair care industry, would position him well to lead the company during this transition, and he stepped into the interim leadership role seamlessly. The Board expresses its thanks to Matt for his work that put Regis on solid financial footing and positions us for long-term growth, as well as service in a support role through August 31, 2025 to ensure a smooth transition.

The Board has formed a Succession Planning Committee and has engaged a leading executive search firm to help identify the next Chief Executive Officer of Regis to lead the next stage of the company’s transformation. The search includes both internal and external candidates. The search committee and Board have been actively engaged in the process and we look forward to providing an update at the appropriate time.

At the same time, we are also continuing to refresh the Board of Directors. In January 2025, Susan Lintonsmith joined the Board and has made immediate contributions by bringing her deep operating and franchise experience, including in the health and wellness area. Her transformational leadership experience, including with public companies, made her an obvious choice to lead the CEO search committee.

Susan’s appointment occurred in anticipation of expected retirements of two long-serving Board members, Mark Light and Ann Rhoades, and related Board refreshment. Mark and Ann have served Regis and its shareholders with dedication and commitment. Mark joined the Board in 2013, bringing strong retail experience, as well as experience with acquisitions and business integrations. Mark has served as Chair of the Nominating and Corporate Governance Committee. Ann joined the Board in 2015 and has made significant contributions drawing on her human resources and consumer experience. Ann has served as Chair of the Compensation Committee. Mark’s and Ann’s terms will conclude at the annual meeting and they are not seeking re-election pursuant to our tenure and retirement age policies, respectively. On behalf of the whole Board and management team, I express our gratitude for the contributions that Mark and Ann have made at Regis.

It has been my privilege to serve as the Chairman of the Board over the last year, working with the management as the Board oversees our continued transformation. On behalf of the Board, we are excited to see that the steps we are taking to elevate our brands, drive company-owned salon results and enhance operations are building momentum that we believe will deliver long-term shareholder value.

Thank you for your investment and continued support of Regis.

Sincerely,

Michael J. Merriman

Chairman of the Board

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Regis Corporation:


The Annual Meeting of Shareholders (the “Annual Meeting”) of Regis Corporation (referred to as “we,” “us,” “our,” “Regis,” and the “Company”) will be held on October 28, 2025, commencing at 9:00 a.m. Central Time. The Annual Meeting will be conducted completely as a virtual meeting via the Internet at www.virtualshareholdermeeting.com/RGS2025. The purposes of the meeting are:
✔			To elect the five directors listed in this Proxy Statement to serve for a one-year term and until their successors are elected and qualified;
✔			To approve, on an advisory basis, the compensation of our named executive officers (referred to as the “Say-on-Pay” proposal);
✔			To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm;
✔			To approve the Amended and Restated 1991 Contributory Stock Purchase Plan;
✔			To ratify, on an advisory basis, the extension of the Tax Benefits Preservation Plan; and
✔			To transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Only holders of record of our common stock at the close of business on September 2, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. We are providing our proxy materials, which include our Notice and Proxy Statement and Annual Report, to such holders of record of our common stock beginning on or about September 17, 2025.
Whether or not you plan to participate in the Annual Meeting, please submit your proxy by telephone or through the Internet in accordance with the voting instructions provided to you. If you requested a paper copy of the proxy card by mail, you may also date, sign, and mail the proxy card in the postage-paid envelope that is provided with your proxy card. Should you nevertheless participate in the Annual Meeting, you may revoke your proxy and vote your shares electronically during the Annual Meeting.
If your shares are held in the name of a bank, broker, or other holder of record, you will receive instructions from the record holder that you must follow in order for your shares to be voted. If you plan to vote your shares during the Annual Meeting, you will need the 16-digit control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

By Order of the Board of Directors,

Kersten D. Zupfer

Chief Financial Officer

September 17, 2025

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ELECTION OF DIRECTORS			1
Who We Are			2
How We Govern the Company			7
Other Governance and Compliance Policies and Practices			10
Our Board’s Committees			11
How Our Directors Are Paid			13
Fiscal 2025 Director Compensation Table			14
EXECUTIVE COMPENSATION			15
Compensation Discussion and Analysis			15
Background			15
Executive Summary			16
How We Design Executive Pay			17
Elements of the Executive Compensation Program in Fiscal 2025			19
Governance Policies and Additional Compensation-Related Items			22
EXECUTIVE COMPENSATION TABLES			25
Summary Compensation Table			25
Narrative Disclosure to Summary Compensation Table			26
Outstanding Equity Awards at Fiscal 2025 Year-End			31
Pay Versus Performance			32
Equity Compensation Plan Information			34
ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			35
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36
AUDIT COMMITTEE REPORT			37
APPROVAL OF THE AMENDED AND RESTATED 1991 CONTRIBUTORY STOCK PURCHASE PLAN			38
ADVISORY VOTE TO RATIFY THE EXTENSION OF THE TAX BENEFITS PRESERVATION PLAN			41
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			44
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			45
OTHER INFORMATION			46
2025 Annual Meeting of Shareholders			46
Voting Rights and Requirements			48
Proposals of Shareholders			49
Annual Report to Shareholders and Form 10-K			49
Notice of Internet Availability of Proxy Materials			49
General			49
APPENDIX A: NON-GAAP RECONCILIATION			A-1
APPENDIX B: AMENDED AND RESTATED 1991 CONTRIBUTORY STOCK PURCHASE PLAN			B-1

Important Note about Reverse Stock Split

On November 29, 2023, we effected a reverse stock split at a ratio of 1-for-20 (the “Reverse Stock Split”) of our common stock. In connection with the Reverse Stock Split, every 20 shares of common stock issued and outstanding were converted into one share of common stock. Unless otherwise indicated, all historical share and per share amounts for periods prior to the Reverse Stock Split in this Proxy Statement have been adjusted to reflect the Reverse Stock Split. Proportionate adjustments were made to the number of shares of common stock underlying all outstanding equity awards, as well as any exercise price for such awards, and the number of shares of common stock reserved for issuance under our Amended and Restated 2018 Long Term Incentive Plan (the “2018 Plan”) and our Amended and Restated 1991 Contributory Stock Purchase Plan (the “Stock Purchase Plan”).

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ITEM 1: ELECTION OF DIRECTORS


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

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

Five directors are to be elected at the annual meeting of shareholders to be held on October 28, 2025 (the “Annual Meeting”), each to hold office for one year until the 2026 annual meeting of shareholders and until their successors are elected and qualified. The Board currently consists of seven directors, two of whom, Mr. Mark Light and Ms. Ann Rhoades, are not seeking re-election to the Board when their respective terms end at the Annual Meeting. Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the five 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.

Ms. Susan Lintonsmith is standing for election by shareholders for the first time at the Annual Meeting. Ms. Lintonsmith 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.

In determining to nominate Mr. Michael Merriman for re-election, the Board considered that Mr. Merriman had already served 14 years at the time of re-election, and, therefore, was required under our Corporate Governance Guidelines to offer to not stand for re-election. The Board considered Mr. Merriman’s significant contributions to the Board, including his service as the Chairman of the Board and his continued high level of involvement with the Board and the Company, and determined to nominate Mr. Merriman for re-election. In particular, the Board considered Mr. Merriman’s leadership of the Board during our current CEO succession process. The Board also considered the current state of the Company’s business and the involvement that Mr. Merriman has in overseeing the execution of our current strategy of supporting our franchisees and optimizing our company-owned salons and determined that the organization would benefit from his continued service at this time.

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.

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ELECTION OF DIRECTORS


Who We Are
Lockie Andrews Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting Independent Director since 2021 Age: 52 Board committees • Audit • Nominating and Corporate Governance			Career Highlights
			• Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting, a boutique advisory firm specializing in growth marketing strategy and digital transformation in the retail, fashion, and direct-to-consumer space since May 2007, where she takes on short-term leadership roles within her clients’ organizations, including serving as: • Chief Executive Officer of RICH Hair Care USA, an affordable luxury haircare company since January 2021 • Chief Growth Officer at Pura Vida, a jewelry retailer, from May 2022 to September 2022 • Head of eCommerce and Digital Operations at Party City, a vertically integrated retailer, from May 2021 to January 2022 • Chief Information Officer and Chief Digital Officer, UNTUCKit, an omnichannel retail brand, from 2018 to April 2021 • Previously served as an operating partner advisor to portfolio companies of Sun Capital, Marlin Equity, Brightwood Capital, and Shamrock Capital • Served in various leadership roles at Nora Gardner, Tadashi, Liz Claiborne (Kate Spade), and Alvarez & Marsal’s Retail Consulting Practice
			Skills / Experience
			• Experience assisting companies such as Nike, Lane Bryant, and ANINE BING in areas such as strategy, innovation, technology, digital marketing, analytics, revenue enhancement, and operational improvement • Led digital transformation efforts, including leveraging technology and artificial intelligence to enhance marketing, stores, ecommerce, supply chain, creative, analytics, finance, and operations • Led engagements in strategy, innovation, and capital-raising • Experience as an investment banker
			Education
			MBA, Harvard Business School BS, Finance, Georgetown University
			Also...
			Lockie serves as a Board Member of the National Academy of Design and she is also the fashion sector co-lead of the Harvard Business School Alumni Angels of NYC and co-VP of Programming at the Harvard Business School Club of New York. And, given her passion for the arts, Lockie joined the Friends of Education at the Museum of Modern Art of NYC to support artists from historically under-represented communities. Lockie has also served as an Advisory Board Member to The Beckway Group since 2021. Lockie founded Catalyst Cares, a nonprofit leveraging the arts to combat poverty and obesity among youth in low-income communities.
			Other Public Boards
			None

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ELECTION OF DIRECTORS



Nancy Benacci Former Head of Equity Research, KeyBanc Capital Markets Independent Director since 2023 Age: 70 Board committees • Audit, ACFE, Chair			Career Highlights
			• Head of Equity Research for KeyBanc Capital Markets, a subsidiary of KeyCorp, one of the nation’s largest bank-based financial services companies, from 2004 until her retirement in 2019. As Head of Equity Research, she directed a sell-side equity research group of more than 100 individuals covering 600 public companies in a variety of industries • Sell-side Analyst at KeyBanc Capital Markets, from 1989 through 2004, where she provided research coverage on companies in the property casualty and life insurance sectors • Started her investment career with National City Bank then moved to Eaton Corporation as an analyst and pension fund manager before joining KeyBanc Capital Markets in 1989
			Skills / Experience
			• Financial expertise and contributes valuable perspective on the investment analyst community and capital markets • Extensive leadership skills, including strategy development, revenue and market share growth and business transformation • Experienced in governance and compliance
			Education
			MBA, Case Western Reserve – Weatherhead School of Management BS, Business Administration, John Carroll University
			Also...
			Ms. Benacci is a Chartered Financial Analyst and is NACD Directorship Certified. She is certified in Cybersecurity Oversight by Carnegie Mellon University’s Software Engineering Institute. She also serves on nonprofit boards benefiting cancer patients and student scholarships.
			Other Public Boards
			• Cincinnati Financial Corporation (since 2020) • The Payden & Rygel Investment Group (since December 2023)

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ELECTION OF DIRECTORS



Susan Lintonsmith Chief Operating Officer, Sphinx Franchise Holdings Independent Director since January 2025 Age: 60 Board committees • Compensation • Nominating and Corporate Governance			Career Highlights
			• Chief Operations Officer, Sphinx Franchise Holdings, a European Wax Center franchisee, since 2022 • Consultant / Chief Brand Officer, AtYourGate, a start-up airport food delivery company, from 2020 to 2021 • Chief Executive Officer, President & Chief Operating Officer, Elements Massage (part of WellBiz Brand), a massage therapy company, from 2019 to 2020 • Chief Executive Officer & President, QCE LLC (Quiznos), from 2016 to 2018, prior to which she served as U.S. Chief Operations Officer from 2014 to 2016 and Global Chief Marketing Officer from 2011 to 2016 • Chief Marketing Officer, Red Robin Gourmet Burgers, Inc., from 2007 to 2011 • VP/GM Horizon Organic Dairy, WhiteWave Foods (Dean Foods), 2005 to 2007 • Held marketing positions of increasing responsibility at Pizza Hut Inc., The Coca-Cola Company, and Western Union
			Skills / Experience
			• Experience at multiple companies across the food & beverage and health & wellness industries • C-level roles in both public and private companies • 35 years of experience including 20+ years on the franchisor side; nearly three years with a franchisee of a public company leading the day-to-day operations for centers in six states and Washington D.C. • Experience as a strategist, branding expert, innovation-driver, and operations leader in highly competitive consumer industries • Currently serves on five boards: Two private (Checkers & Rally’s Drive-In Restaurants, Pets Supplies Plus), two public (The One Group Hospitality and Regis Corporation), and a non-profit education organization (St. Mary’s Academy). Board experience includes leading CEO searches and providing support on strategic plans, marketing, and supply chain
			Education
			MBA, Finance and Marketing, Indiana University BBA, University of Notre Dame
			ALSO...
			Author of a 12-book children’s series targeting reluctant readers called Under the Couch (published 2021-2024)
			Other Public Boards
			• The One Group Hospitality, Inc. (since March 2021)

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ELECTION OF DIRECTORS



Michael Mansbach Founder of Granite Stairway Advisors LLC Independent Director since 2021 Age: 57 Board committees • Compensation • Nominating and Corporate Governance			Career Highlights
			• Founder of Granite Stairway Advisors LLC, an executive consulting services firm, since July 2020 • Co-founder and partner of Apex Perspectives, LLC, a consulting firm, from June 2020 to February 2023 • President, MINDBODY, Inc., a technology platform for the fitness, beauty, and wellness service industries, from June 2017 until its acquisition by Vista Equity Partners in April 2019 • President, Blue Jeans Network, Inc., a cloud-based video communications company, from November 2015 to February 2017 • President, PunchTab, Inc., an engagement and insights platform, from September 2014 until its acquisition by Walmart Labs in September 2015 • Senior management positions at Citrix, a business mobility and security software firm, from November 2004 to April 2014
			Skills / Experience
			• Expertise in creating global scale, building connected teams, market category leadership, and enterprise value • Revenue growth and retention, go-to-market strategy, M&A, debt/cash/budget management, product strategy and marketing, sales strategy and process, demand generation, market positioning, international expansion, and leadership development • Senior marketing positions at SeeBeyond and SeeCommerce
			Education
			MA, International Economics, European Area Studies, The Johns Hopkins University – Paul H. Nitze School of Advanced International Studies
			Also...
			Mike is passionate about helping kids understand the power of giving. His family has developed an annual fundraiser partnering with the Santa Barbara Triathlon for the Foodbank of Santa Barbara County to raise awareness of hunger issues facing children. He also developed and launched the Saturday Family Day program targeting youth volunteers. To date, 1,000+ children have participated.
			Other Public Boards
			None

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ELECTION OF DIRECTORS



Michael J. Merriman Consumer Products Consultant Independent Director since 2011 Chair of the Board Age: 69 Board committees • Audit, ACFE • Compensation			Career Highlights
			• Consumer Products Consultant, since 2008 • Operating Advisor at Resilience Capital Partners, LLC, a private equity firm, from 2008 to 2017 • Chief Executive Officer, The Lamson & Sessions Co., from November 2006 until sale in November 2007 • SVP & Chief Financial Officer, American Greetings Corporation, from September 2005 to November 2006 • President & CEO, Royal Appliance Mfg. Co., from 1995 to 2004 • Chief Financial Officer, Royal Appliance Mfg. Co., from 1992 to 1995 • Audit Partner, Arthur Andersen & Co., from 1990 to 1992
			Skills / Experience
			• Public company CEO leadership experience • Consumer product sales and marketing direct to consumer, as well as to big box retailers including Walmart • M&A experience including the sale of both public and private companies • Public accounting experience
			Education
			BS, Business Administration, John Carroll University
			ALSO...
			Michael was named CEO of Royal Appliance Manufacturing at 39, after joining the company as CFO three years earlier.
			Other Public Boards
			• Nordson Corporation (since 2008)
			Former
			• OMNOVA Solutions Inc. (2008 – 2020) • Invacare Corporation (2014 – 2018, 2022 – 2023) • American Greetings Corporation (2006 – 2013) • RC2 Corporation (2004 – 2011)

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How We Govern the Company

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 are independent. While our Chief Executive Officer would normally serve as the one non-independent director on the Board, our current interim Chief Executive Officer is not a Board member. We provide a description of the Board’s independence standards below. Under these standards, the Board has determined that each director 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, Mr. Merriman, is an independent director who has served on the Board for the last 14 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 2025. 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 2025.

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 all but one of the then-serving directors attended the virtual 2024 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 contain both age and tenure provisions.

Overboarding. Our Corporate Governance Guidelines contain provisions related to limiting our directors’ service on other boards of directors.

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,

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How We Govern the Company

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:

•

The Audit Committee discusses and approves policies with respect to risk assessment and risk management. The Audit Committee oversees the management of financial risks and monitors management’s responsibility to identify, assess, and manage risks. The Audit Committee is also responsible for overseeing risks relating to cybersecurity.

•	The Compensation Committee is responsible for overseeing our executive compensation programs and reviewing risks relating to our overall compensation plans and arrangements.

•	The Nominating and Corporate Governance Committee manages risks associated with potential conflicts of interest pursuant to our Code of Business Conduct and Ethics (the “Code of Ethics”) and reviews governance and compliance issues with a view to managing associated risks.

•

While each Board committee is responsible for regularly reviewing, evaluating, and overseeing the management of such risks, the Board is regularly informed of such risks through committee reports. In addition, the Board and the Board committees receive regular reports from the Company’s Chief Financial Officer, Executive and Senior Vice Presidents, and other personnel with roles in managing risks. The Compensation Committee is also advised by its independent compensation consultant, which periodically reviews the risks relating to the Company’s compensation practices. The Company’s leadership team meets with the legal department and head of Internal Audit to discuss and evaluate risks applicable to the Company.

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:

•	High professional and personal ethics and values;

•	A strong record of significant leadership and meaningful accomplishments in his or her field;

•	Broad experience;

•	The ability to think strategically;

•	Sufficient time to carry out the duties of Board membership; and

•	A commitment to enhancing shareholder value and representing the interests of all shareholders.

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.

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How We Govern the Company

Consistent with this commitment, the Nominating and Corporate Governance Committee, when seeking new director candidates, considers and values diverse skills and experiences, such as an understanding of the retail industry, the haircare market, finance, accounting, marketing, technology, and international experience. 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.

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Other Governance and Compliance Policies and Practices

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 2025.

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.

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Our Board’s Committees

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.


Director Name	Audit	Compensation	Nominating and Corporate Governance
Lockie Andrews	■		■
Nancy Benacci	■ ACFE, CHAIR
Mark S. Light		■	■ CHAIR
Susan Lintonsmith		■	■
Michael Mansbach		■	■
Michael J. Merriman	■ ACFE	■
M. Ann Rhoades	■	■ CHAIR
Meetings during fiscal 2025	4	9	6

ACFE = Audit Committee Financial Expert

CHAIR = Board Committee Chair

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.

Audit Committee

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.

Compensation Committee

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

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Our Board’s Committees

members of the Compensation Committee meet the Nasdaq definition of independence applicable to Compensation Committee members. In connection with Ms. Rhoades not seeking re-election to the Board at the Annual Meeting, the Board has elected Mr. Mansbach to succeed Ms. Rhoades as Chair of the Compensation Committee after Ms. Rhoades’ term ends at the Annual Meeting.

Nominating and Corporate Governance Committee

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. In connection with Mr. Light not seeking re-election to the Board at the Annual Meeting, the Board has elected Ms. Lintonsmith to succeed Mr. Light as Chair of the Nominating and Corporate Governance Committee after Mr. Light’s term ends at the Annual Meeting.

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How Our Directors Are Paid

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 2024, the Board reviewed our director compensation and determined not to increase the cash compensation program for fiscal 2025; however, following review of relevant benchmarking data, the Board approved an additional annual cash retainer of $40,000 for the Chair of the Board to recognize the additional responsibilities of the Chair role. While no equity awards were granted in fiscal 2024, the Board resumed the grant of equity awards, in the form of restricted stock units (“RSUs”), to the Company’s non-employee directors for fiscal 2025, following shareholder approval of additional shares for issuance under our equity compensation plan. Accordingly, the fiscal 2025 director compensation program is described below:

•	An annual cash retainer of $70,000, which is paid quarterly;

•	An annual cash retainer of $40,000 for the Chair of the Board;

•	An annual cash retainer of $20,000, $15,000, and $12,500 for the chairs of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, respectively;

•	An annual grant of RSUs valued at $68,000 for non-employee directors; and

•	An annual grant of RSUs valued at $34,000 for the Chair of the Board.

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Fiscal 2025 Director Compensation Table

The following table shows, for each of the non-employee directors who served during the fiscal year ended June 30, 2025, information concerning their annual and long-term compensation earned during such fiscal year.

Fiscal 2025 Director Compensation Table


Director Name	Fees Earned or Paid in Cash ($)	Stock Awards^1,2 ($)	Total ($)
Lockie Andrews	70,000	68,000	138,000
Nancy Benacci	83,043	68,000	151,043
David J. Grissen³	24,538	—	24,538
Mark S. Light	82,500	68,000	150,500
Susan Lintonsmith⁴	32,278	63,434	95,712
Michael Mansbach	70,000	68,000	138,000
Michael J. Merriman	103,043	102,000	205,043
M. Ann Rhoades	85,000	68,000	153,000

Values expressed represent the aggregate grant date fair value of stock awards, as computed in accordance with FASB ASC Topic 718, based on the closing stock price on the grant date. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a description of the assumptions used in calculating these amounts.

2	Annual grants of RSUs were made to the directors on November 25, 2024.

3	Mr. Grissen’s service on the Board concluded at the 2024 annual meeting of shareholders.

4	Ms. Lintonsmith joined the Board effective January 15, 2025, and she received a pro-rated grant of RSUs on such date.

The following table shows, for each of our current non-employee directors, the aggregate number of stock and option awards outstanding as of June 30, 2025:


Director Name	Aggregate Stock Awards Outstanding as of 06/30/25 (#)	Aggregate Option Awards Outstanding as of 06/30/25 (#)
Lockie Andrews	3,200	4,500
Nancy Benacci	3,200	2,182
David J. Grissen	—	—
Mark S. Light	3,200	4,500
Susan Lintonsmith	2,752	—
Michael Mansbach	3,200	4,500
Michael J. Merriman	4,800	4,500
M. Ann Rhoades	3,200	4,500

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Background

Our Company

At Regis, we exist to unleash the beauty of potential. We have defined four specific values and reciprocal behaviors that will drive our direction and actions:

•	Foster Trust. Create powerful relationships by acting with empathy and integrity.

•	Create Community. Connect and collaborate with all your partners. Share the challenges as much as you celebrate the wins.

•	Be Brave. Dream big and courageously challenge the status quo.

•	Own It. You are empowered. Take responsibility and own your role and your results.

These values are who we are, they’re why we are. We live by these values every single day via our employees, franchisees, stylists, brands, services, and products. Our brands, which include Supercuts, SmartStyle, Cost Cutters, Roosters, and First Choice Haircutters, are in the business of making people look and feel their best.

As of June 30, 2025, the Company franchised or owned 3,941 salons primarily in North America, consisting of 3,647 franchised salons and 294 Company-owned salons remaining. During fiscal 2025 the Company acquired 314 salons across the Supercuts, Cost Cutters, and Holiday Hair brands, which were previously franchised, through the acquisition of Super C Group, LLC d/b/a Alline Salon Group (“Alline”), which was the Company’s largest franchisee. The acquisition provides the Company with an additional proving ground to test and learn business driving initiatives in a controlled environment before broader franchise implementation.

We believe in creating a culture of striving for the best for our approximately 1,777 employees. That culture is also diverse and inclusive; approximately 94% of our employees are women, and approximately 58% of the Company’s leadership positions are held by women. Additionally, we enable hundreds of people to become small business owners through our franchise system.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Named Executive Officers

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 SEC, we are taking advantage of certain scaled disclosure rules, including reduced disclosure obligations regarding the compensation of our NEOs. For fiscal 2025, our NEOs are:


Name	Current Title	Period of Employment
Jim B. Lain	Interim President and Chief Executive Officer and Executive Vice President, Brand Operations – Supercuts and Cost Cutters	November 2013 – July 2020; November 2020 – present¹
Kersten D. Zupfer	Executive Vice President and Chief Financial Officer	February 2007 – present
Matthew Doctor	Former President and Chief Executive Officer	February 2021 – August 2025²

1	Mr. Lain was appointed the Company’s Interim President and Chief Executive Officer, effective July 1, 2025. For fiscal 2025, Mr. Lain served as the Company’s Executive Vice President, Brand Operations – Supercuts and Cost Cutters.

2	Mr. Doctor resigned as President and Chief Executive Officer, effective June 30, 2025, but remained a part-time employee through August 31, 2025.

Executive Summary

Our Executive Pay Plan

Our fiscal 2025 annual compensation plan includes three main components: base salary, short-term incentives, and long-term incentives.

The elements of our fiscal 2025 compensation plan include:

Element

Form

Metric

Performance Period

Objective

Base Salary

Cash

Fixed

N/A

Provide a base level of compensation for executive talent.

Short Term Incentives (Annual Incentive Compensation (“AIC”) and Discretionary Bonuses)

Cash

Variable compensation component based on performance against financial goals and assessment of individual metrics

1 year

Motivate executives to meet and exceed objectives aligned with our strategic plan

Restricted Stock Units (“RSUs”)

Equity

Time-based vesting in equal annual installments

3 years

Align interests of our executives with those of our shareholders through equity ownership

Executive Long-Term Cash Incentive Plan (“Cash LTIP”)

Cash

Variable compensation component based on achievement of growth in the Company’s Adjusted EBITDA

3 years

Motivate executives to achieve performance metrics to promote long-term financial success

Our 2024 Say-on-Pay Vote Result

At our 2024 annual meeting of shareholders, shareholders holding approximately 99% of the votes cast on our say-on-pay proposal voted in favor of our executive compensation program.

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COMPENSATION DISCUSSION AND ANALYSIS

How We Design Executive Pay

Compensation Philosophy

Our executive compensation programs are based on our belief that attracting, retaining, and motivating talented executives is critical to the maintenance of our competitive advantage in the haircare industry and to the achievement of the business goals set by the Board. Accordingly, our executive compensation programs are designed to reward executives for achieving our financial and business goals, while also aligning our executives’ interests 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:

•	Achieving our desired competitive position will occur over time and will consider not only the total program value, but also the reward vehicles that are used (i.e., performance-based incentives versus fixed benefits).

•	Moving toward the market median will consider our size and performance relative to an applicable peer group to ensure that targeted compensation is appropriately calibrated and that realizable compensation is consistent with absolute and relative performance.

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, some of which were alleviated with the successful debt restructuring in June 2024.

Align with shareholder interests by designing a compensation portfolio that pays for performance.

•	For fiscal 2025, the Compensation Committee set challenging annual incentive performance expectations related to achieving target Adjusted EBITDA and growing System Wide Sales (“SWS”).

•	The Compensation Committee also adopted the Cash LTIP in fiscal 2025, which is intended to reward achievement of the Company’s Adjusted EBITDA goals over a three year period.

•	Following shareholder approval of an increase in shares under our equity compensation plan in November 2024, the Compensation Committee approved the grant of RSUs to executives, the value of which will depend on our stock price at the time of vesting.

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 talent and to incentivize executives to achieve our current strategic objectives.

Review of External Market Data

In fiscal 2025, the Compensation Committee did not make any changes to base salaries or annual cash incentive opportunities for our NEOs. Accordingly, we did not benchmark our fiscal 2025 executive compensation against a peer group or the broader market.

However, in prior years, and 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.

Following the Compensation Committee’s general review of the compensation program for fiscal 2025, the Compensation Committee adopted the Cash LTIP to further strengthen the link between pay and performance. The Cash LTIP is described more fully under the heading “Long Term Incentive Decisions for Fiscal 2025” in the CD&A section of this Proxy Statement.

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COMPENSATION DISCUSSION AND ANALYSIS

Role of the Compensation Committee

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:

•	to determine and approve, or make recommendations to the Board with respect to, the compensation of all executives; and

•	to consider and recommend the structure of, and changes to, our incentive compensation, equity-based plans, and benefit programs.

Role of Executive Officers in Compensation Decisions

Our President and Chief Executive Officer, which role is currently served by our Interim President and Chief Executive Officer, furnishes his input to the Compensation Committee regarding the compensation of the Company’s executives, including the other NEOs, and he may be present during deliberations and voting on the other executives’ compensation. However, our President and Chief Executive Officer (currently, our Interim President and Chief Executive Officer), is not present during deliberations and voting regarding his own compensation or during other executive sessions of the Compensation Committee.

Role of the Independent Compensation Consultant

Since fiscal 2018, the Compensation Committee has engaged Pay Governance LLC (“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.

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of the Executive Compensation Program

in Fiscal 2025

Base Salary Decisions for Fiscal 2025

The Compensation Committee did not modify our NEOs’ base salaries for fiscal 2025, which were consistent with fiscal 2024 base salaries.

As a result, base salaries for our NEOs for fiscal 2025 were as follows:


Name	Base Salary at June 30, 2024 (Annualized) ($)	Base Salary at June 30, 2025 (Annualized) ($)	Increase/(Decrease) (%)
Jim B. Lain	425,000	425,000	—
Kersten D. Zupfer	425,000	425,000	—
Matthew Doctor	600,000	600,000	—

Short Term Incentive Decisions for Fiscal 2025

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

The Compensation Committee annually selects AIC metrics for the Short Term Plan that align executives’ incentives with our strategic objectives. For fiscal 2025, the Compensation Committee determined that Adjusted EBITDA (which excludes expenses for AIC and discretionary bonus payouts and stock-based compensation) and SWS would be the metrics for determining Short Term Plan payouts given the critical focus of the Company on achieving a target level of Adjusted EBITDA and growing top line revenue, which the Compensation Committee believes reflects the overall health of the core business. As a result of the acquisition of the Alline salons during the year, which was not expected when the original performance metrics were set, the Compensation Committee approved achievement of the metrics to neutralize for the impact of the Alline acquisition. As a result, in addition to excluding the AIC and discretionary bonus payouts and stock-based compensation expense, the EBITDA impact from the Alline acquisition was also excluded. Appendix A includes a reconciliation of GAAP net income to Adjusted EBITDA calculated for purposes of the AIC metric awards.


Name	Target AIC (as a Percentage (%) of Salary)	Target AIC ($)
Jim B. Lain	70	297,500
Kersten D. Zupfer	70	297,500
Matthew Doctor	125	750,000

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COMPENSATION DISCUSSION AND ANALYSIS

Following the end of fiscal 2025, in August 2025, the Compensation Committee evaluated the Company’s performance against the Adjusted EBITDA and SWS metrics, as described in further detail below.

Performance Measure

Weighting¹

Performance Goal²

Description

Award Multiplier

Actual Result

Achievement as a % of Total AIC Target

Company Performance Goal (Adjusted EBITDA calculated as described above)

80% of Total AIC

Threshold

Adjusted EBITDA less than $26.6 million

—

Adjusted EBITDA = $32.7 million

76%

Target

Adjusted EBITDA equal to $34.06 million

100%

Maximum

Adjusted EBITDA greater than $34.06 million

No Max

SWS

20% of Total AIC

Threshold

SWS less than $1.128 billion

—

SWS = $1.105 billion

Target/Maximum

SWS greater than or equal to $1.145 billion

100%

1	Weighting percentage is a percentage of the total AIC target.

2	EBITDA achievement multiplier to be determined as a percentage of EBITDA Target (dividing Actual EBITDA by Target EBITDA). For the SWS measure, if the measured amount achieved is between certain of the performance goals, the award multiplier will be determined through linear interpolation.

Each executive received the respective payout set forth in the table to the right. These AIC payouts are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.


NEO	Calculated AIC %	Total AIC Payout ($)
Jim B. Lain	76%	226,100
Kersten D. Zupfer	76%	226,100
Matthew Doctor	76%	570,000

Long Term Incentive Decisions for Fiscal 2025

Fiscal 2025 Equity Awards

For fiscal 2025, the Compensation Committee determined to grant to Mr. Doctor an award of 16,500 RSUs and each of Mr. Lain and Ms. Zupfer an award of 5,400 RSUs. These awards are eligible to vest in equal installments on each of the first three annual anniversaries of the grant date.

Adoption of Executive Long-Term Cash Incentive Plan

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 was approximately 32% for Mr. Doctor, who previously served as the Company’s Chief Executive Officer, which amount was forfeited upon his resignation. The Award Percentage is approximately 11% for each other executive officer, including Mr. Lain and Ms. Zupfer. 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 will 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”).

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COMPENSATION DISCUSSION AND ANALYSIS

For purposes of determining the amount earned and accrued under the Cash LTIP for fiscal 2025, Adjusted EBITDA was calculated consistent with the calculation used for the AIC payouts.

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 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”).

Other Compensatory Decisions Applicable to Fiscal 2025

Alline Acquisition Bonus

Upon consultation with its independent compensation consultant, the Compensation Committee approved special discretionary cash performance bonuses to certain employees in recognition of their contributions to the Company’s successful acquisition of Alline. Ms. Zupfer, the only NEO who received such a special discretionary cash bonus, received a bonus in the amount of $71,400.

Benefits

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 2025 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.

Key Compensatory Decisions Applicable to Fiscal 2026

In connection with Mr. Lain’s appointment as Interim President and Chief Executive Officer, the Compensation Committee increased his base salary to $550,000 and his target annual incentive to 100% of base salary for the period of his interim service. Mr. Lain is also eligible for a $100,000 interim service bonus subject to the terms of the letter agreement regarding his interim appointment.

In connection with Mr. Doctor’s resignation as President and Chief Executive Officer, he agreed to provide services to the Company as a part-time employee through August 31, 2025, subject to the terms of a transition agreement. Pursuant to the transition agreement, Mr. Doctor was paid 50% of his prior base salary during the transition term.

Subsequent to fiscal 2025, the Compensation Committee engaged in its annual review of executive compensation for purposes of considering compensation for fiscal 2026. Following review of relevant benchmarking data, the Compensation Committee increased Ms. Zupfer’s base salary to $470,000, effective September 1, 2025, to better align her to market and recognize her many contributions and expanded leadership roles, including oversight of Human Resources.

No other changes to the base salaries or AIC targets of any of our other NEOs were made. The Compensation Committee 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.

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COMPENSATION DISCUSSION AND ANALYSIS

Governance Policies and Additional

Compensation-Related Items

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.


	Compensation Practice			Regis Policy
	Independent Compensation Committee			Our Compensation Committee is composed solely of directors who are independent under the standards of the SEC and the Nasdaq, including the higher standards applicable to Compensation Committee members.
	Clawback Policy			We updated our compensation clawback policy prior to December 1, 2023 to comply with the SEC and stock exchange listing standards. The policy provides for recovery of certain erroneously awarded compensation received by our Section 16 officers in the event of an accounting restatement due to material non-compliance with any financial reporting requirement, as described in more detail below.
	Limited Severance Benefits and Perks			We have benchmarked and implemented market severance terms (generally, base salary plus bonus, including after a change in control), while retaining our “double trigger” structure.
	No Tax Gross-Ups			We do not provide tax gross-ups on perquisites or “golden parachute” payments.
	Stock Ownership Guidelines			We have meaningful stock ownership guidelines for our executives, discussed in more detail below.
	Independent Compensation Consultant			Pay Governance LLC has advised our independent Compensation Committee since fiscal 2018.
	Risk Assessment

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SEC Form DEF 14A filed by Regis Corporation