UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~Section~~ section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~September 203, 2025

REGIS CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

~~1-12725~~

~~41-0749934~~

1-12725

41-0749934

(State or other jurisdiction of incorporation)

~~(Commission File Number)~~

~~(IRS Employer Identification No.)~~

(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)

(~~Not~~Former ~~applicable~~name or former address, if changed from last report.)

(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 52.02 RESULTS ~~DEPARTURE~~ OF ~~DIRECTORS~~OPERATIONS ORAND ~~CERTAIN~~FINANCIAL ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~CONDITION.

On ~~June~~September 203, 2025, ~~Matthew Doctor, the President and Chief Executive Officer and a member of the Board of Directors (the “Board”) of~~ Regis Corporation ~~(the~~announced ~~“Company”) notified~~ the ~~Board~~financial ~~that~~results hefor ~~would~~its ~~resign~~fiscal ~~his~~year ~~positions,~~ended ~~effective~~ June 30, 2025. ~~Upon~~A ~~receiving~~copy ~~such~~of ~~notice,~~ the ~~Board~~Press ~~appointed~~Release ~~Jim~~issued ~~Lain,~~by ~~the~~Regis ~~Company’s~~Corporation ~~Executive~~in ~~Vice~~connection ~~President,~~with ~~Brand~~this ~~Operations~~Item ~~- Supercuts and Cost Cutters, to serve as Interim President and Chief Executive Officer, effective July 1, 2025, after which Mr~~2. ~~Doctor~~02 ~~will~~is ~~continue~~attached ~~to provide services to the Company~~ as aExhibit ~~part-time employee through August 31, 2025, pursuant to a Resignation and Transition Letter Agreement between the Company and Mr~~No. ~~Doctor~~ ~~(the “Transition Agreement”)~~99.1 ~~The~~and ~~Board~~incorporated isby ~~commencing~~reference ~~a comprehensive search for a permanent successor~~herein.

~~Mr. Lain,~~The ~~age~~information ~~61, has served~~ in ~~his~~this ~~current~~Form ~~position~~8-K atshall ~~the~~not ~~Company~~be ~~since~~deemed ~~August~~“filed” ~~2024,~~for ~~prior~~purposes toof ~~which~~Section he18 ~~served~~of asthe ~~Executive~~Securities ~~Vice~~Exchange ~~President~~Act ~~and Chief Operating Officer from December 2021 to August 2024. Previously, he served as President~~ of ~~SmartStyle~~1934 ~~from~~or ~~June~~otherwise ~~2021~~subject to ~~December~~the ~~2021~~liabilities ~~and President~~ of ~~Portfolio~~that ~~Brands~~Section, ~~from~~nor ~~December~~shall ~~2020~~it tobe ~~June~~deemed ~~2021.~~incorporated ~~Mr. Lain~~by ~~served~~reference asin aany ~~consultant~~filing tounder the ~~Company~~Securities ~~from~~Act ~~July~~of ~~2020~~1933 toor ~~December~~the ~~2020~~Securities ~~and~~Exchange asAct ~~Executive~~of ~~Vice~~1934, ~~President~~regardless ~~and~~of ~~Chief~~any ~~Operating~~general ~~Officer~~incorporation ~~from~~language ~~November~~in ~~2013~~such ~~to July 2020~~filing.

~~Upon~~ITEM ~~approval of the Compensation Committee of the Board, the Company entered into an Interim CEO Offer Letter Agreement (the “Interim CEO Agreement”) with Mr~~9. ~~Lain,~~01 FINANCIAL ~~pursuant~~STATEMENTS toAND ~~which he will become Interim President and Chief Executive Officer of the Company, subject to the terms of the agreement~~EXHIBITS. For the period of his interim service, Mr. Lain’s base salary will be increased to $550,000 and his target annual incentive will be increased to 100% of base salary. Mr. Lain will also be eligible for a $100,000 interim service bonus subject to certain terms set forth in the Interim CEO Agreement. The Interim CEO Agreement is filed as Exhibit 10.1 hereto.

Upon approval of the Compensation Committee of the Board, the Company also entered into the Transition Agreement with Mr. Doctor, pursuant to which he will provide services to the Company as a part-time employee from July 1, 2025 through August 31, 2025 (the “Transition Term”), subject to the terms of the agreement. Mr. Doctor will be paid 50% of his current base salary during the Transition Term. In addition, Mr. Doctor will remain eligible for payment under his fiscal 2025 annual incentive award. The Transition Agreement is filed as Exhibit 10.2 hereto.

A copy of the press release announcing the matters described above is attached herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

(d) Exhibits.

ExhibitNumber
10.1		Interim CEO Offer Letter Agreement, dated June 20, 2025, between the Company and Jim Lain.
10.2		Resignation and Transition Letter Agreement, dated June 20, 2025, between the Company and Matthew Doctor.
99.1		Press Release dated June 23, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit

Number


99.1						Press Release, dated September 3, 2025
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~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~REGIS CORPORATION~~		REGIS CORPORATION
Dated: June 23, 2025		By:	/s/ Kersten D. Zupfer
Dated: September 3, 2025			By:	/s/ Kersten D. Zupfer
			~~Kersten D. Zupfer~~	Kersten D. Zupfer
			~~Executive Vice President and Chief Financial Officer~~	Executive Vice President and Chief Financial Officer

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