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 CHAIR OF THE BOARD AND CHIEF EXECUTIVE OFFICER

Dear Regis Shareholders, Employees, Franchisees, Vendors, and Guests,

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

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

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

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

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

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

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

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

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

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

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

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

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


Sincerely,

Nancy Benacci			Susan Lintonsmith
Chair of the Board			President and Chief Executive Officer

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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, 2026, 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/RGS2026. The purposes of the meeting are:
✔			To elect the six 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; 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, 2026 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, 2026.
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, 2026

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ELECTION OF DIRECTORS			1
Who We Are			2
How We Govern the Company			8
Other Governance and Compliance Policies and Practices			11
Our Board’s Committees			12
How Our Directors Are Paid			14
Fiscal 2026 Director Compensation Table			15
EXECUTIVE COMPENSATION			16
Compensation Discussion and Analysis			16
Background			16
Executive Summary			17
How We Design Executive Pay			18
Elements of the Executive Compensation Program in Fiscal 2026			20
Governance Policies and Additional Compensation-Related Items			25
EXECUTIVE COMPENSATION TABLES			28
Summary Compensation Table			28
Narrative Disclosure to Summary Compensation Table			29
Outstanding Equity Awards at Fiscal 2026 Year-End			34
Pay Versus Performance			35
Equity Compensation Plan Information			37
ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS			38
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			39
AUDIT COMMITTEE REPORT			40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			42
OTHER INFORMATION			43
2026 Annual Meeting of Shareholders			43
Voting Rights and Requirements			45
Proposals of Shareholders			46
Annual Report to Shareholders and Form 10-K			46
Notice of Internet Availability of Proxy Materials			46
General			46
APPENDIX A: NON-GAAP RECONCILIATION			A-1

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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.

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

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

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

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Who We Are
Andrew Alfano Chief Executive Officer, Retro Fitness Independent Director since 2026 Age: 59 Board committees • Audit			Career Highlights
			• Chief Executive Officer of Retro Fitness, a national fitness franchisor, since 2019 • President and Chief Operating Officer of The Learning Experience, a leading early childhood education franchise system from 2015 to 2019 • Held various management positions during his 16 year career at Starbucks Coffee Company from 1999 to 2015, including Senior Vice President, US Business, Regional Vice President, New York Metro and Midwest, Director Business Operations, US, and Regional Director of Operations • Area Manager at Friendly’s Restaurants from 1995 to 1999 • Area Manager at B&I Executive Dining from 1990 to 1995
			Skills / Experience
			• Extensive executive leadership experience with franchise businesses across retail, hospitality, and service-based platforms • Operational experience with a track record in brand growth and market expansion • Extensive experience working with boards of directors, private equity sponsors, lenders, and independent auditors
			Education
			Graduate, Culinary Institute of America
			Other Public Boards
			None

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Lockie Andrews Founder, Chief Executive Officer, and Managing Partner of Catalyst Consulting; Founder and Chief Executive Officer of Catalyzes.ai Independent Director since 2021 Age: 53 Board committees • Audit • Compensation, Chair • 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 • Founder and Chief Executive Officer of Catalyzes.ai, an applied artificial intelligence advisory and platform company serving retail, consumer goods and technology investors and their portfolio companies on the responsible adoption of AI to drive growth, efficiency and enterprise value, since 2025 • 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
			Other Public Boards
			None

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Nancy Benacci Former Head of Equity Research, KeyBanc Capital Markets Independent Director since 2023 Chair of the Board Age: 71 Board committees • Audit, ACFE			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, including as a Chartered Financial Analyst, 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, including NACD directorship certified and certified in cybersecurity oversight by Carnegie Mellon University’s Software Engineering Institute
			Education
			MBA, Case Western Reserve – Weatherhead School of Management BS, Business Administration, John Carroll University
			Other Public Boards
			• Cincinnati Financial Corporation (since 2020) • The Payden & Rygel Investment Group (since December 2023)

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William (Bill) Charters Founder, Sabal Capital Management, LLC Independent Director since 2026 Age: 50 Board committees • Audit (effective October 1, 2026)			Career Highlights
			• Founder of Sabal Capital Management, LLC, an investment management firm, since 2010 • Managing Director at BRC Group Holdings (formerly B. Riley Financial), a financial services holding company, from 2017 to 2019 • Partner, Portfolio Manager at Botti Brown Asset Management (Spring Point Capital, LLC) from 2002 to 2010 • Analyst at Bank of America from 2000 to 2002 • Analyst at National City Bank from 1998 to 1999
			Skills / Experience
			• Public markets investor and financial strategist experience with a background in corporate credit, restructurings, and complex transaction execution • Capital allocation across the capital structure • Deep expertise in evaluating operational performance and financing alternatives within franchise systems • Advising on corporate strategy
			Education
			BS, Finance, Bowling Green State University Chartered Financial Analyst
			Other Public Boards
			None

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Susan Lintonsmith President and Chief Executive Officer, Regis Corporation Director since 2025 Age: 61			Career Highlights
			• President and Chief Executive Officer, Regis Corporation, since March 2026 • Chief Operations Officer, Sphinx Franchise Holdings, a European Wax Center franchisee, from 2022 to 2026 • 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
			Other Public Boards
			• The One Group Hospitality, Inc. (since March 2021)

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Michael Mansbach Founder of Granite Stairway Advisors LLC Independent Director since 2021 Age: 58 Board committees • Compensation • Nominating and Corporate Governance, Chair			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
			Other Public Boards
			None

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

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

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

All our directors stand for election every year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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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 2026.

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

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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
Andrew Alfano	■
Lockie Andrews	■	■ CHAIR	■
Nancy Benacci	■ ACFE
William Charters
Susan Lintonsmith
Michael Mansbach		■	■ CHAIR
Michael J. Merriman	■ ACFE, CHAIR	■	■
Meetings during fiscal 2026	4	7	7

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. In connection with Mr. Merriman not seeking re-election to the Board at the Annual Meeting, the Board elected Ms. Benacci to serve as Chair of the Audit Committee after Mr. Merriman’s term ends at the Annual Meeting. Ms. Benacci previously served as Chair of the Audit Committee from November 2024 to March 2026.

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

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Our Board’s Committees

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

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.

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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 2025, the Board reviewed our director compensation and determined not to increase the cash compensation program for fiscal 2026. As to equity awards, following review of relevant benchmarking data, the Board approved a $12,000 increase to the value of the annual grant of restricted stock units (“RSUs”) for the non-employee directors and a $6,000 increase to the annual grant of RSUs for the Chair of the Board, with an offsetting $5,000 decrease to the annual cash retainer for the Chair of the Board. Accordingly, the fiscal 2026 director compensation program is described below:

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

•	An annual cash retainer of $35,000 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 $80,000 for non-employee directors; and

•	An annual grant of RSUs valued at $40,000 for the Chair of the Board.

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Fiscal 2026 Director Compensation Table

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

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

Fiscal 2026 Director Compensation Table


Director Name	Fees Earned or Paid in Cash ($)	Stock Awards^1,2 ($)	Total ($)
Andrew Alfano³	20,611	57,816	78,427
Lockie Andrews	79,493	71,311	150,804
Nancy Benacci⁴	95,284	100,567	195,851
William Charters⁵	13,077	46,157	59,234
Mark S. Light⁶	26,954	—	26,954
Susan Lintonsmith⁷	67,619	113,853	181,472
Michael Mansbach	77,935	71,311	149,246
Michael J. Merriman	91,171	71,311	162,482
M. Ann Rhoades⁶	27,711	—	27,711

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, 2026 for a description of the assumptions used in calculating these amounts.

2	Annual grants of RSUs were made to the directors on November 14, 2025, except for Ms. Lintonsmith’s annual grant of RSUs for her service as Chair of the Board which was made to her on December 4, 2025.

3	Mr. Alfano joined the Board effective March 16, 2026 and he received a pro-rated grant of RSUs on such date.

4	Ms. Benacci was appointed Chair of the Board effective March 16, 2026 and she received a pro-rated grant of RSUs, for her service as Chair of the Board, on such date.

5	Mr. Charters joined the Board effective April 24, 2026 and he received a pro-rated grant of RSUs on May 15, 2026.

6	Mr. Light’s and Ms. Rhoades’ service on the Board concluded at the 2025 annual meeting of shareholders.

Ms. Lintonsmith was appointed President and Chief Executive Officer of the Company, effective March 16, 2026. She received compensation for her service as a non-employee director until such date. Her compensation as President and Chief Executive Officer is reported in the Summary Compensation Table of this Proxy Statement.

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


Director Name	Aggregate Stock Awards Outstanding as of 06/30/26 (#)	Aggregate Option Awards Outstanding as of 06/30/26 (#)
Andrew Alfano	2,409	—
Lockie Andrews	2,727	4,500
Nancy Benacci	3,946	2,182
William Charters	1,631	—
Mark S. Light	—	—
Michael Mansbach	2,727	4,500
Michael J. Merriman	2,727	4,500
M. Ann Rhoades	—	—

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COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Background

Our Company

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

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

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

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

•	Own It. Take responsibility, exercise sound judgment, remain results-driven, and be accountable for delivering high-quality work and outcomes.

•	Foster Trust. Build strong relationships by treating others with respect and acting with empathy, transparency, and integrity.

•	Be Brave. Remain focused on growth, bring a can-do attitude, pursue bold ideas, and courageously challenge the status quo.

•	Create Community. Connect and collaborate with our partners, supporting one another through challenges and celebrating successes together.

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

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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 the SEC, we are taking advantage of certain scaled disclosure rules, including reduced disclosure obligations regarding the compensation of our NEOs. For fiscal 2026, our NEOs are:


Name	Current Title	Period of Employment
Susan Lintonsmith	President and Chief Executive Officer	March 2026 – present¹
Jim B. Lain	Chief Operating Officer and Former Interim President and Chief Executive Officer	November 2013 – July 2020; November 2020 – present²
Kersten D. Zupfer	Executive Vice President and Chief Financial Officer	February 2007 – present
James Suarez	Executive Vice President, Company Operations	August 1997 – present

1	Ms. Lintonsmith was appointed the Company’s President and Chief Executive Officer, effective March 16, 2026.

2	Mr. Lain served as the Company’s Interim President and Chief Executive Officer from July 1, 2025 until March 16, 2026, at which point he transitioned to the position of the Company’s Chief Operating Officer.

Executive Summary

Our Executive Pay Plan

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

The elements of our fiscal 2026 compensation plan include:

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

Our 2025 Say-on-Pay Vote Result

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

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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 executing our business strategy, maintaining our competitive advantage in the haircare industry and achieving the financial and strategic objectives set by the Board. Accordingly, our executive compensation programs are designed to reward performance, reinforce accountability for business results, and align the interests of our executives with those of our shareholders.

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

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

•	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.

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

•

For fiscal 2026, the Compensation Committee established annual incentive performance measures designed to reinforce accountability and align executive compensation with key drivers of Company performance. The measures focused on achieving Adjusted EBITDA objectives and driving Same Store Sales (“SSS”) growth, with measures tailored, where appropriate, to the areas of the business each executive was responsible for supporting.

•

In approving annual incentive payouts for fiscal 2026, the Compensation Committee and the Board considered that, notwithstanding the level of payout achieved based on the metrics, the Board’s overall assessment of the near-term performance of the Company-owned salons was below the Board’s expectations for this segment. Accordingly, the Compensation Committee exercised negative discretion with respect to two NEOs most responsible for the Company-owned salons and reduced the payout for Mr. Lain by 17 percentage points (from 86% of target to 69% of target) and for Mr. Suarez by 24 percentage points (from 82% of target to 58% of target) to ensure that payouts were aligned with the Board’s objectives for the Company-owned salons.

•	The Compensation Committee believes the annual incentive plan metrics and payouts reflect the foundational achievements in fiscal 2026 and aligned pay with performance, as all NEOs received below target payouts, reflective of the on-going efforts needed to advance long-term growth.

•	In fiscal 2025, the Compensation Committee adopted the Executive Long-Term Cash Incentive Plan (“Cash LTIP”), which is intended to reward achievement of the Company’s Adjusted EBITDA goals over a three-year performance period covering fiscal 2025 through 2027.

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

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COMPENSATION DISCUSSION AND ANALYSIS

Review of External Market Data

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

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

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

Role of the Independent Compensation Consultant

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

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

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of the Executive Compensation Program

in Fiscal 2026

Base Salary Decisions for Fiscal 2026

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

•	Effective March 16, 2026, Ms. Lintonsmith’s base salary was set at $640,000 in connection with her appointment as President and Chief Executive Officer of the Company and to pay her at a level commensurate with her title and experience after review of relevant market data;

•

Effective July 1, 2025, Mr. Lain’s base salary was increased to $550,000 in connection with his appointment as Interim President and Chief Executive Officer of the Company to compensate for his interim leadership service, after which it was decreased, effective March 16, 2026, to $470,000 in connection with his transition to Chief Operating Officer;

•	Effective September 1, 2025, following review of relevant benchmarking data, Ms. Zupfer’s base salary was increased to $470,000 to better align her to market and recognize her many contributions and expanded leadership roles, including oversight of Human Resources; and

•	Effective September 1, 2025, Mr. Suarez’ base salary was increased to $380,000 to recognize his expanded role over Company-owned salon operations.

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


Name	Base Salary at June 30, 2025 (Annualized) ($)	Base Salary at June 30, 2026 (Annualized) ($)	Increase/(Decrease) (%)
Susan Lintonsmith	—	640,000	N/A
Jim B. Lain	425,000	470,000	10.6
Kersten D. Zupfer	425,000	470,000	10.6
James Suarez	325,000	380,000	16.9

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COMPENSATION DISCUSSION AND ANALYSIS

Short Term Incentive Decisions for Fiscal 2026

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 2026, the Compensation Committee structured the Short Term Plan to more closely align incentive compensation with the financial and operating results executives were responsible for delivering. Rather than applying a single incentive plan across all executive roles, the Compensation Committee established three plans based on an executive’s responsibilities: the Corporate (Consolidated) Plan, the Company-Owned Salon Plan, and the Franchise Salon Plan.

Executives with enterprise-wide responsibilities, including Ms. Lintonsmith, Mr. Lain, and Ms. Zupfer, participated in the Corporate (Consolidated) Plan, which focused on consolidated SSS growth and Adjusted EBITDA (which excludes expenses for AIC and bonus accruals), while executives primarily responsible for the Company-owned salons, including Mr. Suarez, or franchise salons participated in plans that also incorporated segment-specific Adjusted EBITDA (which excludes expenses for AIC and bonus accruals) and segment-specific SSS growth, in addition to consolidated Adjusted EBITDA; however, no NEOs participated in the franchise salon plan. This structure was intended to reinforce accountability for the performance executives could most directly influence while maintaining a shared focus on the overall financial performance of the Company. Appendix A includes a reconciliation of GAAP net income to Adjusted EBITDA and Company-owned segment profit (loss) to Company-owned Adjusted EBITDA calculated for purposes of the AIC awards.


Name	Target AIC (as a Percentage (%) of Salary)	Target AIC ($)
Susan Lintonsmith¹	125	234,521
Jim B. Lain²	92	485,541
Kersten D. Zupfer	70	323,750
James Suarez	70	259,583

1	Ms. Lintonsmith’s Target AIC ($) is pro-rated based on the portion of the year she served as CEO following her appointment effective March 16, 2026.

Mr. Lain’s Target AIC ($) is pro-rated based on his base salary of $550,000 and Target AIC Percentage of 100% of such base salary in effect for the approximately 8.5 months of fiscal 2026 he served as Interim Chief Executive Officer and President of the Company and his base salary of $470,000 and Target AIC Percentage of 70% of such base salary for the approximately 3.5 months of fiscal 2026 he served as Chief Operating Officer of the Company.

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

Corporate (Consolidated) Plan

Performance Measure

Weighting¹

Performance Goal²

Description

Award

Multiplier

Actual Result

Achievement as a % of Total AIC Target

Adjusted EBITDA (calculated as described above)

70% of Total AIC

Threshold

Adjusted EBITDA equal to $32 million

50%

Adjusted EBITDA = $36.3 million

69%

Target

Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11