8-K

REGIS CORP (RGS)

8-K 2026-04-15 For: 2026-04-10
View Original
Added on April 15, 2026

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): April 10, 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)

(Not applicable)

(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 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 10, 2026, the Board of Directors of Regis Corporation (the “Company”) appointed William “Bill” Charters to the Board of Directors, effective April 24, 2026. The Board of Directors will consider any committee assignments for Mr. Charters at a later date. Mr. Charters will receive the Company’s standard director compensation, which is described under the heading “How Our Directors Are Paid” in the Company’s proxy statement for its 2025 annual meeting of shareholders. He will receive restricted stock units valued at $44,712 that vest on the earlier of the first anniversary of the date of grant or the Company’s next annual meeting of shareholders, representing a prorated amount of the restricted stock unit awards made to the Company’s other non-employee directors in November 2025, which will be granted on the first day of the next open trading window after the effective date of his appointment.

A copy of the press release announcing Mr. Charters’ election is attached herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit

Number

99.1 Press Release dated April 15, 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: April 15, 2026 By: /s/ Kersten D. Zupfer
Kersten D. Zupfer
Executive Vice President and Chief Financial Officer

Document

Exhibit No. 99.1

Regis Corporation Announces Appointment of William “Bill” Charters as Independent Director

Appointment Adds Perspective from One of the Company’s Largest Individual Shareholders with Extensive Investment and Financial Experience

MINNEAPOLIS, April 15, 2026 — Regis Corporation (Nasdaq: RGS), a leading franchisor of haircare salons, today announced the appointment of William “Bill” Charters as an independent member of its Board of Directors, effective April 24, 2026.

Mr. Charters brings extensive experience as a public markets investor and financial strategist, with a background in corporate credit, restructurings, and complex transaction execution. His expertise includes evaluating capital structures, advising on corporate strategy, and analyzing franchise-based business models.

Susan Lintonsmith, President and Chief Executive Officer, commented, “We are pleased to welcome Bill to the Board. His perspective as a significant shareholder, combined with his deep experience in capital markets and complex business analysis, will be highly valuable as we continue executing our transformation strategy and evaluating opportunities to enhance long-term shareholder value.”

A CFA charterholder, Mr. Charters began his career in corporate credit and restructurings at Bank of America. He later became a partner at Botti Brown Asset Management, a multi-billion-dollar hedge fund, and went on to found his own investment firm, Sabal Capital Management. He also served as Managing Director at BRC Group Holdings (formerly B. Riley Financial). His experience includes capital allocation across the capital structure, structuring large and complex transactions, franchise-related due diligence, and strategic investment decisions. As one of the largest individual shareholders of Regis, he brings strong alignment with the company’s long-term growth objectives, along with deep expertise in evaluating operational performance and financing alternatives within franchise systems.

Bill Charters commented, “I am excited to join the Regis Board. The company has made meaningful progress strengthening its operational and financial foundation, and I see clear opportunities to build on this momentum. I look forward to working with the Board and management team to further enhance performance, improve unit-level economics, and drive long-term shareholder value.”

With this appointment, the Board of Directors of Regis Corporation now consists of seven directors, six of whom are independent.

About Regis Corporation

Regis Corporation (NasdaqGM:RGS) is a leader in the haircare industry. As of December 31, 2025, the Company franchised or owned 3,829 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, please visit the Investor Relations section of the corporate website at www.regiscorp.com.

CONTACT: 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