Form 8-K

8-K — REGIS CORP

Accession: 0000716643-26-000029

Filed: 2026-09-01

Period: 2026-09-01

CIK: 0000716643

SIC: 7200 (SERVICES-PERSONAL SERVICES)

Item: Results of Operations and Financial Condition

Documents

8-K — rgs-20260901.htm (Primary)

EX-99.1 (a063026pressrelease.htm)

GRAPHIC (regis.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rgs-20260901.htm · Sequence: 1

rgs-20260901

0000716643FALSE00007166432026-09-012026-09-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2026

REGIS CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota 1-12725 41-0749934

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No)

3701 Wayzata Boulevard

Minneapolis, MN 55416

(Address of principal executive offices and zip code)

(952) 947-7777

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Regis Corporation

Current Report on Form 8-K

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On September 1, 2026, Regis Corporation announced the financial results for its fiscal year ended September 1, 2026. A copy of the Press Release issued by Regis Corporation in connection with this Item 2.02 is attached as Exhibit No. 99.1 and incorporated by reference herein.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number

99.1

Press Release, dated September 1, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REGIS CORPORATION

Dated: September 1, 2026

By: /s/ Kersten D. Zupfer

Kersten D. Zupfer

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: a063026pressrelease.htm · Sequence: 2

Document

Exhibit No. 99.1

Regis Corporation Reports Financial Results for Fourth Fiscal Quarter and Full Fiscal Year 2026

Positive Full-Year Same-Store Sales Growth, Including 3.0% at Supercuts

Continued Profitability and Positive Cash Flow Support On-Going Efforts to Advance Long-term Growth Initiatives

MINNEAPOLIS, September 1, 2026 -- Regis Corporation (NasdaqGM: RGS), a leader in the haircare industry, today announced financial results for the fourth fiscal quarter and full year ended June 30, 2026.

Susan Lintonsmith, Regis Corporation's President and Chief Executive Officer, commented, "Fiscal 2026 marked a year of continued progress toward strengthening the foundation of our business. We delivered revenue of $224.5 million, operating income of $24.4 million, Adjusted EBITDA of $32.8 million, and generated more than $13 million in cash from operations while continuing to position the business for its next phase of growth.

“As we enter fiscal 2027, we are building on that stronger foundation to drive sustainable growth. Increasing traffic is key to unlocking our full potential, and continued focus on strengthening our brands and delivering an elevated guest experience at an affordable price will help us reach more guests, build loyalty, and drive repeat visits. We see significant opportunity ahead and are moving with discipline and urgency to capture it."

“Reducing our cost of debt remains a priority," said Kersten Zupfer, Executive Vice President and Chief Financial Officer. "We are actively evaluating a range of refinancing alternatives with potential partners and are advancing through the diligence processes required for each. Our process has the active oversight of our Board, including our recently appointed director, who is also a significant shareholder. We remain focused on achieving the best possible outcome and will pursue a transaction if the economics and terms represent a meaningful improvement over our existing agreement."

Financial Highlights:

Fourth quarter fiscal 2026 compared to fourth quarter fiscal 2025:

•Consolidated revenue of $56.0 million versus $60.4 million, a decrease of $4.4 million

•Same-store sales growth: Supercuts: 2.6%; Consolidated: 0.1%

•Operating income of $6.6 million versus $7.3 million

•Seventh consecutive quarter of positive cash from operations

•Net income of $4.4 million versus $116.5 million

•Diluted EPS of $1.51 versus $42.58

•Adjusted net income of $3.0 million versus $2.0 million

•Adjusted diluted EPS of $1.04 versus $0.74

•Adjusted EBITDA of $9.2 million versus $9.7 million

Full fiscal year 2026 compared to full fiscal year 2025:

•Consolidated revenue of $224.5 million versus $210.1 million

•Same-store sales growth: Supercuts: 3.0%; Consolidated: 0.9%

•Operating income of $24.4 million versus $19.9 million

•Cash from operations of $13.1 million versus $13.7 million, a decrease of $0.6 million

•Net income of $6.9 million versus $123.5 million

•Diluted EPS of $2.41 versus $46.10

•Adjusted net income of $7.8 million versus $7.6 million

•Adjusted diluted EPS of $2.70 versus $2.85

•Adjusted EBITDA of $32.8 million versus $31.6 million

Fourth Quarter Fiscal Year 2026 Consolidated Results

Three Months Ended June 30, Twelve Months Ended June 30,

(Dollars in millions, except per share data) 2026 2025 2026 2025

Consolidated revenue $ 56.0 $ 60.4 $ 224.5 $ 210.1

System-wide revenue (1) 270.5 278.5 1,066.3 1,104.9

System-wide same-store sales comps 0.1 % 1.3 % 0.9 % (0.6) %

Operating income $ 6.6 $ 7.3 $ 24.4 $ 19.9

Income from continuing operations 4.4 118.4 6.9 117.0

Diluted income per share from continuing operations 1.51 43.27 2.41 43.67

(Loss) income from discontinued operations — (1.9) — 6.5

Net income 4.4 116.5 6.9 123.5

Diluted earnings per share 1.51 42.58 2.41 46.10

Adjusted EBITDA (2) (3) 9.2 9.7 32.8 31.6

Adjusted net income (2) 3.0 2.0 7.8 7.6

Adjusted diluted net income per share (2) 1.04 0.74 2.70 2.85

_______________________________________________________________________________

(1)Represents total sales within the system.

(2)See GAAP to non-GAAP reconciliations within the attached section titled "Non-GAAP Reconciliations."

(3)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

Revenue

Total consolidated revenue of $56.0 million in the fourth quarter declined $4.4 million, driven primarily by lower non-margin franchise rental income. Total revenue for fiscal year 2026 of $224.5 million, increased $14.4 million, driven primarily by an increase in company-owned salon revenue, partially offset by lower royalties, fees, and non-margin franchise rental income.

Operating Income

Regis reported fourth quarter 2026 income from operations of $6.6 million compared to $7.3 million in the fourth quarter 2025. The $0.7 million decrease was primarily driven by lower royalties and fees. Regis reported fiscal year 2026 income from operations of $24.4 million compared to $19.9 million in fiscal year 2025. The $4.5 million increase was driven primarily by increased company-owned salon revenue, partially offset by lower royalties and fees.

Income from Continuing Operations

Regis reported fourth quarter 2026 net income from continuing operations of $4.4 million, or $1.51 per diluted share, compared to net income from continuing operations of $118.4 million, or $43.27 per diluted share, in the fourth quarter 2025. Regis reported fiscal year 2026 net income from continuing operations of $6.9 million, or $2.41 per diluted share, compared to net income from continuing operations of $117.0 million, or $43.67 per diluted share, in 2025. The year-over-year decrease in net income from continuing operations in both periods was driven primarily by the $115.5 million income tax benefit related to the partial release of the Company's prior year income tax valuation allowance in the fourth fiscal quarter of 2025.

Net Income

The Company reported fourth quarter 2026 net income of $4.4 million, or $1.51 per diluted share, compared to net income of $116.5 million, or $42.58 per diluted share, for the same period last year. The Company reported fiscal year 2026 net income of $6.9 million, or $2.41 per diluted share, compared to net income of $123.5 million, or $46.10 per diluted share, in 2025. The year-over-year decrease in net income in both periods was driven by the $115.5 million income tax benefit related to the partial release of the Company's prior year income tax valuation allowance in the fourth fiscal quarter of 2025.

Adjusted EBITDA

Fourth quarter Adjusted EBITDA of $9.2 million declined $0.5 million versus Adjusted EBITDA of $9.7 million in the same period last year. The decrease was driven primarily by the year-over-year unfavorable impact from foreign currency translation adjustments as well as lower franchise revenue. Fiscal year 2026 Adjusted EBITDA of $32.8 million improved $1.2 million, versus an Adjusted EBITDA of $31.6 million in the same period last year. The improvement was primarily due to higher net company-owned salon revenue and lower general and administrative expenses, partially offset by lower franchise revenue.

Fourth Quarter Fiscal Year 2026 Segment Results

Franchise

Three Months Ended June 30, Decrease Twelve Months Ended June 30, Increase (Decrease)

(Dollars in millions) (1) 2026 2025 2026 2025

Royalties $ 13.7 $ 14.1 $ (0.4) $ 54.6 $ 58.2 $ (3.6)

Fees 1.8 2.1 (0.3) 7.2 9.7 (2.5)

Advertising fund contributions 5.3 5.6 (0.3) 21.4 21.9 (0.5)

Franchise rental income 15.3 18.1 (2.8) 62.9 76.6 (13.7)

Total franchise revenue $ 36.2 $ 39.9 $ (3.7) $ 146.2 $ 166.4 $ (20.2)

Franchise same-store sales comps — % 1.3 % 0.6 % (0.6) %

Franchise segment profit $ 5.6 $ 6.6 $ (1.0) $ 21.1 $ 20.2 $ 0.9

Franchise Adjusted EBITDA (2) $ 6.4 $ 7.7 $ (1.3) $ 25.2 $ 28.4 $ (3.2)

as a percent of revenue (1) 17.7 % 19.3 % 17.2 % 17.1 %

as a percent of adjusted revenue (2) 41.0 % 47.4 % 40.8 % 41.8 %

Total franchise salons 3,448 3,647 (199)

as a percent of total franchise and company-owned salons 92.9 % 92.5 %

_______________________________________________________________________________

(1)Variances calculated on amounts shown in millions may result in rounding differences.

(2)See GAAP to non-GAAP reconciliations within the attached section titled "Non-GAAP Reconciliations."

Franchise Revenue

Fourth quarter franchise revenue was $36.2 million, a $3.7 million, or 9.3%, decrease compared to the prior year quarter. Non-margin franchise rental income decreased $2.8 million due to fewer salons in the current year and franchisees signing their own leases. Royalties were $13.7 million, a $0.4 million, or 2.8%, decrease versus the same period last year due to the decline in salon count.

Fiscal year 2026 franchise revenue was $146.2 million, a $20.2 million, or 12.1%, decrease compared to the prior year, primarily due to a decline in non-margin franchise rental income, royalties, and fees as a result of a lower franchise salon count, primarily driven by the portfolio of salons moving to the Company-owned segment mid-fiscal year 2025 as a result of the acquisition of Alline Salon Group.

Franchise Segment Profit

Fourth quarter franchise segment profit of $5.6 million decreased $1.0 million compared to the same period last year, primarily due to lower royalties and fees. Fiscal year 2026 franchise segment profit of $21.1 million increased $0.9 million year-over-year. The year-over-year increase was primarily the result of decreased general and administrative expenses, partially offset by lower royalties and fees.

Franchise Adjusted EBITDA

Fourth quarter Franchise Adjusted EBITDA of $6.4 million decreased $1.3 million compared to the same period last year. Fiscal year 2026 Franchise Adjusted EBITDA of $25.2 million decreased $3.2 million year-over-year. The decline in both periods was primarily driven by decreases in royalties and fees as a result of lower salon count.

Company-Owned

Three Months Ended June 30, Increase (Decrease) Twelve Months Ended June 30, Increase

(Dollars in millions) (1) 2026 2025 2026 2025

Total company-owned salon revenue $ 19.8 $ 20.5 $ (0.7) $ 78.3 $ 43.7 $ 34.6

Company-owned same-store sales comps 1.1 % 1.9 % 4.0 % (2.8) %

Company-owned segment profit (loss) $ 1.0 $ 0.7 $ 0.3 $ 3.4 $ (0.2) $ 3.6

Company-owned Adjusted EBITDA $ 2.8 $ 2.0 $ 0.8 $ 7.6 $ 3.2 $ 4.4

as a percent of revenue 14.1 % 9.8 % 9.7 % 7.3 %

Total Company-owned salons 264 294 (30)

as a percent of total franchise and company-owned salons 7.1 % 7.5 %

_______________________________________________________________________________

(1)Variances calculated on amounts shown in millions may result in rounding differences.

Company-Owned Salon Revenue

Fourth quarter revenue for the company-owned segment decreased $0.7 million versus the prior year to $19.8 million. The year-over-year decline in revenue was driven by lower salon count in the fourth quarter of fiscal year 2026 compared to the same period last year.

Fiscal year 2026 revenue for the company-owned segment improved $34.6 million versus the prior year to $78.3 million primarily due to a full year of income generated by the salons acquired in the acquisition of Alline Salon Group in the second quarter of fiscal year 2025.

Company-Owned Segment Profit (Loss)

Fourth quarter company-owned segment profit (loss) improved $0.3 million year-over-year, primarily due to decreased rent and salon expenses due to the closures of unprofitable salons.

Fiscal year 2026 company-owned segment profit (loss) improved $3.6 million year-over-year, driven primarily by the income generated by the salons acquired through the acquisition of Alline Salon Group in the second fiscal quarter of the prior fiscal year.

Company-Owned Adjusted EBITDA

Fourth quarter Company-owned Adjusted EBITDA improved $0.8 million year-over-year, primarily due to decreased rent and salon expenses due to the closures of unprofitable salons.

Fiscal year 2026 Company-owned Adjusted EBITDA improved $4.4 million year-over-year, driven primarily by the income generated by the salons acquired through the acquisition of Alline Salon Group in the second fiscal quarter of the prior fiscal year.

Balance Sheet and Cash Flow

The Company ended fiscal year 2026 with $26.0 million in cash and cash equivalents. As of June 30, 2026, the Company's borrowing arrangements include a $116.1 million term loan, $11.1 million of paid in kind interest, and a $25.0 million revolving credit facility with a $10.0 million minimum liquidity covenant that expires in June 2029. As of June 30, 2026, the unused available credit under the revolving credit facility was $19.0 million and total liquidity per the agreement was $35.0 million. Net cash provided by operating activities for the fiscal year totaled $13.1 million, a decrease of $0.6 million from the prior year. Cash generation decreased slightly due to the use of restricted ad fund cash in the current year period, offset partially by our lower cost structure.

Non-GAAP reconciliations

For GAAP to non-GAAP reconciliations, please refer to the attached section titled "Non-GAAP Reconciliations." A complete reconciliation of reported earnings to adjusted earnings is included in this press release and is available on the Company’s website at www.regiscorp.com.

Earnings Webcast

Regis Corporation will host a conference call via webcast discussing fourth quarter and fiscal year 2026 results today, September 1, 2026, at 7:30 a.m., Central time. Interested parties are invited to participate in the live webcast by registering for the event at www.regiscorp.com/investor-relations.html. The webcast will include a slide presentation. A replay of the presentation will be available on our website at the same web address.

About Regis Corporation

Regis Corporation (NasdaqGM:RGS) is a leader in the haircare industry. As of June 30, 2026, the Company franchised or owned 3,712 locations. Regis' franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters®, and First Choice Haircutters®. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Information section of the corporate website at www.regiscorp.com.

REGIS CORPORATION:

Kersten Zupfer

investorrelations@regiscorp.com

HAYDEN IR:

James Carbonara

James@haydenir.com

(646) 755-7412

Brett Maas

brett@haydenir.com

(646) 536-7331

This press release contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "will," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." In addition, the following factors could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements. These uncertainties include a potential material adverse impact on our business and results of operations as a result of changes in consumer shopping trends and changes in manufacturer distribution channels; our ability to realize the anticipated benefits of the Alline Acquisition; laws and regulations could require us to modify current business practices and incur increased costs including increases in minimum wages; changes in the general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; our reliance on franchise royalties and overall success of our franchisees’ salons; our ability to minimize risks associated with owning and operating additional salons; our salons' dependence on a third-party supplier agreement for merchandise; our and our franchisees' ability to attract, train and retain talented stylists and salon leaders; the success of our franchisees, which operate independently; data security and privacy compliance, and our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, franchisees, employees, vendors or Company information; our use of artificial intelligence; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees' and company-owned salons; our ability to maintain and enhance the value of our brands; reliance on legacy information technology systems; reliance on external vendors; the use of social media; the effectiveness of our enterprise risk management program; potential challenges with the implementation or ongoing operation of our new enterprise resource planning system; our ability to generate sufficient cash flow to satisfy our debt service obligations; compliance with covenants in our financing arrangement; premature termination of agreements with our franchisees; the continued ability of the Company to implement cost reduction initiatives and achieve expected cost savings; our continued ability to compete in our business markets; potential liabilities related to the employee retention credit received by Alline; reliance on our management team and other key personnel; the continued ability to maintain an effective system of internal control over financial reporting; changes in tax exposure; the ability of our Tax Preservation Plan to protect the future availability of the Company's tax assets; potential litigation and other legal or regulatory proceedings; or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A of the Company's Annual Report on Form 10-K for the year ended June 30, 2026. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-K, 10-Q, and 8-K and Proxy Statements on Schedule 14A.

REGIS CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

June 30,

2026 2025

ASSETS

Current assets:

Cash and cash equivalents $ 26,025 $ 16,959

Receivables, net 9,267 9,473

Inventory 2,482 2,798

Other current assets 19,621 21,254

Total current assets 57,395 50,484

Property and equipment, net 9,285 10,085

Goodwill 182,710 183,436

Other intangibles, net 4,727 5,830

Right of use asset 175,684 229,861

Deferred tax asset 103,402 102,504

Other assets 14,019 16,757

Total assets $ 547,222 $ 598,957

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 19,556 $ 20,837

Accrued expenses 15,536 19,066

Long-term debt, current portion 3,000 1,100

Short-term lease liability 53,824 60,685

Total current liabilities 91,916 101,688

Long-term debt, net 114,138 109,693

Long-term lease liability 130,465 179,280

Other non-current liabilities 16,891 22,680

Total liabilities 353,410 413,341

Commitments and contingencies

Shareholders' equity:

Common stock, $0.05 par value; issued and outstanding, 2,498,778 and 2,435,981 common shares as of June 30, 2026, and 2025, respectively

125 122

Additional paid-in capital 77,162 75,243

Accumulated other comprehensive income 7,617 8,286

Retained earnings 108,908 101,965

Total shareholders' equity 193,812 185,616

Total liabilities and shareholders' equity $ 547,222 $ 598,957

– more –

REGIS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Revenues:

Royalties $ 13,680 $ 14,144 $ 54,581 $ 58,163

Fees 1,849 2,046 7,247 9,717

Advertising fund contributions 5,306 5,590 21,392 21,924

Franchise rental income 15,346 18,075 62,943 76,599

Company-owned salon revenue 19,822 20,543 78,322 43,731

Total revenue 56,003 60,398 224,485 210,134

Operating expenses:

General and administrative 10,455 10,340 42,045 46,764

Rent 3,009 3,216 13,452 10,487

Advertising fund expense 5,306 5,590 21,392 21,924

Franchise rent expense 15,346 18,075 62,943 76,599

Company-owned salon expense (1) 13,588 14,569 56,041 31,103

Depreciation and amortization 1,634 1,321 4,112 2,966

Long-lived asset impairment 52 — 52 352

Total operating expenses 49,390 53,111 200,037 190,195

Operating income 6,613 7,287 24,448 19,939

Other (expense) income:

Interest expense (5,121) (5,471) (20,673) (20,252)

Gain on earn-out liability — — 1,000 —

Other, net 135 1,164 1,096 1,849

Income from operations before income taxes 1,627 2,980 5,871 1,536

Income tax benefit 2,769 115,406 1,072 115,496

Income from continuing operations 4,396 118,386 6,943 117,032

(Loss) income from discontinued operations, net of income taxes — (1,892) — 6,504

Net income $ 4,396 $ 116,494 $ 6,943 $ 123,536

Net income per share:

Basic:

Income from continuing operations $ 1.73 $ 48.60 $ 2.76 $ 49.51

(Loss) income from discontinued operations — $ (0.78) — 2.75

Net income per share, basic (2) $ 1.73 $ 47.82 $ 2.76 $ 52.26

Diluted:

Income from continuing operations $ 1.51 $ 43.27 $ 2.41 $ 43.67

(Loss) income from discontinued operations — $ (0.69) — 2.43

Net income per share, diluted (2) $ 1.51 $ 42.58 $ 2.41 $ 46.10

Weighted average common and common equivalent shares outstanding:

Basic 2,539 2,436 2,520 2,364

Diluted 2,907 2,736 2,879 2,680

_______________________________________________________________________________

(1)Includes cost of service and product sold to guests in our company-owned salons. Excludes general and administrative expense, rent, and depreciation and amortization related to company-owned salons.

(2)Total is a recalculation; line items calculated individually may not sum to total due to rounding.

– more –

REGIS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

Twelve Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net income $ 6,943 $ 123,536

Adjustments to reconcile net income to net cash provided by operating activities

Gain from sale of OSP — (8,396)

Depreciation and amortization 3,861 2,876

Long-lived asset impairment 52 352

Deferred income taxes (1,051) (113,891)

Non-cash interest 5,726 5,299

Gain on earn-out liability

(1,000) —

Stock-based compensation 849 1,940

Amortization of debt discount and financing costs 3,622 3,418

Other non-cash items affecting earnings 309 (202)

Changes in operating assets and liabilities (1):

Receivables 181 (37)

Inventories 316 871

Income tax receivable 36 (137)

Other current assets 1,322 402

Other assets 2,706 4,402

Ad fund (434) 8,363

Accounts payable (850) (504)

Accrued expenses (3,073) (5,289)

Net lease liabilities (1,534) (2,073)

Other non-current liabilities (4,878) (7,186)

Net cash provided by operating activities: 13,103 13,744

Cash flows from investing activities:

Capital expenditures (1,973) (1,295)

Asset acquisitions, net of cash acquired and certain obligations assumed

— (18,621)

Proceeds from sale of OSP, net of fees — 8,463

Net cash used in investing activities: (1,973) (11,453)

Cash flows from financing activities:

Borrowings on revolving credit facility — 4,326

Repayments of revolving credit facility — (13,534)

Repayments of long-term debt (2,740) (1,125)

Debt refinancing fees (262) (1,003)

Proceeds from issuance of common stock in connection with warrant exercise

299 —

Proceeds from issuance of common stock for options exercised

607 —

Proceeds from issuance of long-term debt — 15,000

Taxes paid for shares withheld (161) (75)

Net cash (used in) provided by financing activities: (2,257) 3,589

Effect of exchange rate changes on cash and cash equivalents (83) 13

Increase in cash, cash equivalents, and restricted cash 8,790 5,893

Cash, cash equivalents, and restricted cash:

Beginning of year 35,205 29,312

End of year $ 43,995 $ 35,205

_______________________________________________________________________________

(1)Changes in operating assets and liabilities exclude assets and liabilities sold or acquired.

– more –

SYSTEM-WIDE SAME-STORE SALES (1):

Three Months Ended

June 30, 2026 June 30, 2025

Service Retail Total Service Retail Total

Supercuts

2.9 % (8.0) % 2.6 % 3.2 % (7.0) % 2.9 %

SmartStyle

(2.1) (19.4) (4.3) (1.7) (17.8) (4.1)

Portfolio Brands

(0.8) (19.8) (1.9) 2.2 (5.5) 1.8

Total 1.1 % (15.9) % 0.1 % 2.1 % (11.3) % 1.3 %

Twelve Months Ended

June 30, 2026 June 30, 2025

Service Retail Total Service Retail Total

Supercuts

3.4 % (7.6) % 3.0 % 1.7 % (9.0) % 1.3 %

SmartStyle

(2.1) (19.6) (4.5) (3.8) (18.5) (6.1)

Portfolio Brands

0.9 (12.1) 0.1 (0.2) (7.7) (0.6)

Total 1.8 % (13.7) % 0.9 % 0.3 % (12.9) % (0.6) %

_______________________________________________________________________________

(1)System-wide same-store sales are calculated as the total change in sales for system-wide franchise and company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly and year-to-date system-wide same-store sales are the sum of the system-wide same-store sales computed on a daily basis. Franchise salons that do not report daily sales are excluded from same-store sales. System-wide same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

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REGIS CORPORATION

System-Wide Location Counts

June 30,

2026 2025

FRANCHISE SALONS:

Supercuts

1,634 1,711

SmartStyle/Cost Cutters in Walmart stores

984 1,049

Portfolio Brands

763 816

Total North American salons

3,381 3,576

Total International salons (1)

67 71

Total franchise salons

3,448 3,647

as a percent of total franchise and company-owned salons

92.9 % 92.5 %

COMPANY-OWNED SALONS:

Supercuts

95 100

Portfolio Brands

169 194

Total company-owned salons

264 294

as a percent of total franchise and company-owned salons

7.1 % 7.5 %

Total franchise and company-owned salons 3,712 3,941

_______________________________________________________________________________

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

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Non-GAAP Reconciliations:

This press release includes a presentation of operating income excluding certain non-cash charges, Adjusted EBITDA, Franchise Adjusted EBITDA, Company-owned Adjusted EBITDA, and adjusted franchise revenue, which are non-GAAP measures. The non-GAAP measures are financial measures that do not reflect United States Generally Accepted Accounting Principles (GAAP). We believe our presentation of the non-GAAP measures provides meaningful insight into our ongoing operating performance and a supplemental perspective of our results of operations. Presentation of the non-GAAP measures allows investors to review our core ongoing operating performance from the same perspective as management and the Board of Directors. These non-GAAP financial measures provide investors an enhanced understanding of our operations, facilitate investors' analyses and comparisons of our current and past results of operations and provide insight into the prospects of our future performance. We also believe the non-GAAP measures are useful to investors because they provide supplemental information that research analysts frequently use to analyze financial performance.

Items impacting comparability are not defined terms within U.S. GAAP. Therefore, our non-GAAP financial information may not be comparable to similarly titled measures reported by other companies. We determine the items to consider as "items impacting comparability" based on how management views our business, makes financial, operating and planning decisions and evaluates the Company's ongoing performance.

The reconciliation of U.S. GAAP operating income to non-GAAP operating income excluding certain non-cash charges is included in the release.

The following items have been excluded from our non-GAAP Adjusted EBITDA results: stock-based compensation expense, discontinued operations, one-time professional fees and settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees, and asset retirement obligation costs.

We present adjusted revenue to provide a meaningful Franchise Adjusted EBITDA margin, which removes non-margin revenue from total revenue to arrive at an adjusted margin. Margin is a common metric used by investors, however, the majority of our revenue is offset by equal expense, so it does not contribute to our margin. We remove the non-margin revenue from this metric in order to show a meaningful margin rate.

The method we use to produce non-GAAP results is not in accordance with U.S. GAAP and may differ from methods used by other companies. These non-GAAP results should not be regarded as a substitute for corresponding U.S. GAAP measures but instead should be utilized as a supplemental measure of operating performance in evaluating our business. Non-GAAP measures do have limitations as they do not reflect certain items that may have a material impact upon our reported financial results. As such, these non-GAAP measures should be viewed in conjunction with our financial statements prepared in accordance with U.S. GAAP.

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REGIS CORPORATION

Reconciliation of U.S. GAAP Net Income to Adjusted EBITDA

(Dollars in thousands)

(Unaudited)

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Reported net income $ 4,396 $ 116,494 $ 6,943 $ 123,536

Interest expense 5,121 5,471 20,673 20,252

Income taxes (2,769) (115,406) (1,072) (115,496)

Depreciation and amortization 1,634 1,321 4,112 2,966

Long-lived asset impairment 52 — 52 352

EBITDA $ 8,434 $ 7,880 $ 30,708 $ 31,610

Stock-based compensation expense 143 (103) 849 1,940

Loss (gain) on discontinued operations — 1,892 — (6,504)

Gain on earn-out liability — — (1,000) —

Discrete items (1) 596 3 2,251 4,529

Adjusted EBITDA, non-GAAP financial measure $ 9,173 $ 9,672 $ 32,808 $ 31,575

_______________________________________________________________________________

– more –

REGIS CORPORATION

Reconciliation of Franchise Segment Profit to Franchise Adjusted EBITDA

(Dollars in thousands)

(Unaudited)

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Franchise segment profit $ 5,612 $ 6,594 $ 21,050 $ 20,152

Depreciation and amortization 185 256 795 1,194

Long-lived asset impairment — — — 352

Stock-based compensation expense 108 (124) 814 1,919

Discrete items (1) 323 (212) 1,468 2,896

Other, net (2) 135 1,164 1,096 1,849

Franchise Adjusted EBITDA, non-GAAP financial measure $ 6,363 $ 7,678 $ 25,223 $ 28,362

_______________________________________________________________________________

(2)Other, net includes non-operating income allocated to Franchise Adjusted EBITDA.

– more –

REGIS CORPORATION

Reconciliation of Company-owned Segment Profit (Loss) to Company-owned Adjusted EBITDA

(Dollars in thousands)

(Unaudited)

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Company-owned segment profit (loss) $ 1,001 $ 693 $ 3,398 $ (213)

Depreciation and amortization 1,449 1,065 3,317 1,772

Long-lived asset impairment 52 — 52 —

Stock-based compensation expense 35 21 35 21

Discrete items (1) 273 215 783 1,633

Company-owned Adjusted EBITDA, non-GAAP financial measure $ 2,810 $ 1,994 $ 7,585 $ 3,213

_______________________________________________________________________________

– more –

REGIS CORPORATION

Reconciliation of Reported Franchise Adjusted EBITDA as a Percent of GAAP Franchise Revenue

to Franchise Adjusted EBITDA as a Percent of Adjusted Franchise Revenue

(Dollars in thousands)

(Unaudited)

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Franchise Adjusted EBITDA $ 6,363 $ 7,678 $ 25,223 $ 28,362

GAAP franchise revenue 36,181 39,855 146,163 166,403

Franchise Adjusted EBITDA as a percent of GAAP franchise revenue 17.6 % 19.3 % 17.3 % 17.0 %

Non-margin revenue adjustments:

Franchise rental income $ (15,346) $ (18,075) $ (62,943) $ (76,599)

Advertising fund contributions (5,306) (5,590) (21,392) (21,924)

Adjusted franchise revenue $ 15,529 $ 16,190 $ 61,828 $ 67,880

Franchise Adjusted EBITDA as a percent of adjusted franchise revenue 41.0 % 47.4 % 40.8 % 41.8 %

– more –

REGIS CORPORATION

Reconciliation of Reported Net Income to Adjusted Net Income

(Dollars in thousands)

(Unaudited)

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Reported net income $ 4,396 $ 116,494 $ 6,943 $ 123,536

Stock-based compensation, net of tax 143 (103) 1,265 1,940

Long lived asset impairment 52 — 52 352

Discontinued operations — 1,892 — (6,504)

Gain on earn-out liability, net of tax — — (780) —

Discrete items (1) (1,558) (116,261) 302 (111,687)

Adjusted net income $ 3,033 $ 2,022 $ 7,782 $ 7,637

_______________________________________________________________________________

(1)Discrete items include one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees, asset retirement obligation costs, and deferred tax impacts. In the three and twelve months ended June 30, 2025, the partial release of valuation allowance of $(116.3) million is also included in discrete items.

– more –

REGIS CORPORATION

Reconciliation of Reported Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share

(Unaudited)

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Reported diluted earnings per share $ 1.51 $ 42.58 $ 2.41 $ 46.10

Stock compensation 0.05 (0.04) 0.44 0.72

Long lived asset impairment 0.02 — 0.02 0.13

Discontinued operations — 0.69 — (2.43)

Gain on earn-out liability — — (0.27) —

Discrete items (1) (0.54) (42.49) 0.10 (41.67)

Adjusted diluted earnings per share $ 1.04 $ 0.74 $ 2.70 $ 2.85

_______________________________________________________________________________

(1)Discrete items include partial release of valuation allowance of $(42.51) and $(43.40) in the three and twelve months ended June 30, 2025, respectively, as well as one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees and asset retirement obligation costs, and deferred tax impacts.

– more –

REGIS CORPORATION

Reconciliation of Reported General and Administrative Expenses to General and Administrative Expenses Used to Calculate Adjusted EBITDA

(Dollars in thousands)

(Unaudited)

Three Months Ended June 30, Twelve Months Ended June 30,

2026 2025 2026 2025

Reported general and administrative $ 10,455 $ 10,340 $ 42,045 $ 46,764

Discrete general and administrative (1) (524) (29) (1,728) (4,614)

Stock-based compensation (143) 103 (849) (1,940)

Adjusted general and administrative $ 9,788 $ 10,414 $ 39,468 $ 40,210

_______________________________________________________________________________

(1)Discrete items include one-time professional fees and legal settlements and severance expense.

– end –

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